Obligation Banco BPM S.p.A 4% ( IT0004908544 ) en EUR

Banco BPM S.p.A

100.462 % ▲

Italie

IT0004908544 ( en EUR )

4% par an ( paiement annuel )

30/03/2023 - Obligation échue

Prospectus brochure de l'obligation Banco BPM S.p.A IT0004908544 en EUR 4%, échue

100 000 EUR

150 000 000 EUR

L'Obligation émise par Banco BPM S.p.A ( Italie ) , en EUR, avec le code ISIN IT0004908544, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/03/2023

BASE PROSPECTUS DATED 25 June 2012

BANCO POPOLARE
GRUPPO BANCARIO
Banco Popolare Società Cooperativa
(incorporated as a cooperative company with limited liability in the Republic of Italy)
25,000,000,000 EMTN Programme
This Base Prospectus constitutes a base prospectus for the purpose of article 5.4 of Directive 2003/71/EC (and amendments thereto, including the Directive 2010/73/EU, to
the extent implemented in a Member State of the European Economic Area) (the "Prospectus Directive"). Any Notes (as defined below) issued under the Programme on
or after the date of this Base Prospectus are issued subject to the provisions described herein.
Under this 25,000,000,000 EMTN Programme (the "Programme"), Banco Popolare Società Cooperativa ("Banco Popolare" or the "Issuer") subject to compliance with
all relevant laws, rules, regulations and directives, may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant
Dealer (as defined below).
The Notes may be issued on a continuing basis to one or more of the Dealers named under "Subscription and Sale" and any additional Dealer appointed under the
Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). References in this
document to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to the lead manager of such issue
and, in relation to an issue of Notes subscribed by the Dealer, be to such Dealer.
No Notes may be issued under the Programme which have a minimum denomination of less than 100,000 (or equivalent in another currency). Application has been made
for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated
market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Notice of the
aggregate principal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which
are applicable to each Tranche (as defined on page 30) of Notes will be set forth in the final terms (the "Final Terms") which, with respect to Notes to be admitted to
trading on the regulated market of the Luxembourg Stock Exchange, will be filed with the CSSF and delivered to the Luxembourg Stock Exchange about the date of issue
of the Notes of such Tranche.

The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer. The Issuer may
also issue unlisted Notes. Application has been made to the Commission de Surveillance du Secteur Financier, which is the Luxembourg competent authority for the
purposes of the Prospectus Directive and relevant implementing measures in Luxembourg, for approval of the Base Prospectus as a base prospectus issued in compliance
with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Notes under the
Programme during the period of 12 months after the date hereof. The CSSF gives no undertaking as to the economic or financial suitability of the transaction or the quality
and solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Prospectus Law.
There are certain risks related to the issue of Notes under the Programme which investors should ensure they fully understand (see "Risk Factors" on page 8 of
this Base Prospectus).

The Notes of each Tranche issued in bearer form will initially be represented by a temporary global Note (a "Temporary Global Note") (or, if so specified in the relevant
Final Terms, a permanent global Note (a "Permanent Global Note")). Notes in registered form and registered in the name of a nominee for one or more clearing systems
will be represented by a global certificate (a "Global Note Certificate"). If the Global Notes are stated in the applicable Final Terms to be issued in new global note
("NGN") form they are intended to be eligible collateral for Eurosystem monetary policy and the Global Notes will be delivered on or prior to the original issue date of the
relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). If a Global Note Certificate is held under the New Safekeeping Structure ("NSS") the Global Note Certificate will be delivered on or prior
to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Global Notes which are not issued in NGN form
("Classic Global Notes" or "CGNs") and Global Note Certificates which are not held under the NSS will be deposited on the issue date of the relevant Tranche with a
common depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary"). The provisions governing the exchange of interests in Global
Notes for other Global Notes and definitive Notes are described in "Summary of Provisions relating to the Notes while in Global Form".

This Base Prospectus may only be used for the purposes for which it has been published. Payments of interest, principal or other amounts relating to the Notes are subject
to a withholding tax (referred to as imposta sostitutiva) of 20 per cent. In order to obtain exemption at source from imposta sostitutiva in respect of payments of interest,
principal or other amounts relating to the Notes each Noteholder not resident in the Republic of Italy is required to comply with the deposit requirements described in
"Taxation" and to certify, prior to or concurrently with the delivery of the Notes that such Noteholder is (i) resident in a country with a double taxation treaty with the
Republic of Italy which recognises the Italian tax authorities' right to an exchange of information pursuant to terms and conditions set forth in the relevant treaty (such
countries are listed in the Ministerial Decree of 4 September 1996, as amended, supplemented and replaced by a ministerial decree to be enacted according to provisions set
forth by Article 168 bis of the Italian Income Tax Code), and (ii) the beneficial owner of payments of interest, principal or other amounts relating to the Notes, all as more
fully set out in "Taxation Republic of Italy" on pages 165 to 172.

Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will be specified in the relevant Final Terms. A
security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

In case of Notes that qualify as atypical securities, interest, premiums and other income (including the difference between the redemption amount and the issue
price) deriving from Notes are subject to withholding tax levied at a rate of 20 per cent. pursuant to Law Decree no. 512 of 30 September 1983, as amended. The
Issuer will not be liable to pay any additional amount to the Noteholders in relation to any such holding.

Joint Arrangers for the Programme
Citigroup
J.P. Morgan
Dealers
Banca Aletti & C.
Banca IMI
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Mediobanca Banca di Credito Finanziario S.p.A.
Morgan Stanley
Natixis
Nomura
The Royal Bank of Scotland
Société Générale Corporate & Investment Banking
UBS Investment Bank

This Base Prospectus should be read and construed with any supplement hereto and
with any other information incorporated by reference herein. The Issuer has confirmed
to the Dealers named under "Subscription and Sale" below that this Base Prospectus is
true, accurate and complete in all material respects and is not misleading; that the
opinions and intentions expressed therein are honestly held and based on reasonable
assumptions; that there are no other facts in relation to the information contained or
incorporated by reference in this Base Prospectus the omission of which would, in the
context of the Programme or the issue of the Notes, make any statement therein or
opinions or intentions expressed therein misleading in any material respect; and that all
reasonable enquiries have been made to verify the foregoing. The Issuer has further
confirmed to the Dealers that this Base Prospectus (together with the relevant Final
Terms) contains all such information as may be required by all applicable laws, rules,
regulations and directives.
No person has been authorised to give any information or to make any representation
not contained in or not consistent with this Base Prospectus or any other document
entered into in relation to the Programme and the issue or sale of Notes thereunder or
any information supplied by the Issuer or such other information as is in the public
domain and, if given or made, such information or representation should not be relied
upon as having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their
respective affiliates, and neither the Dealers nor any of their respective affiliates makes
any representation or warranty or accepts any responsibility as to the accuracy or
completeness of the information contained in this Base Prospectus. Neither the delivery
of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained
in this Base Prospectus is true subsequent to the date thereof or the date upon which
this Base Prospectus has been most recently amended or supplemented or that there has
been no adverse change in the financial situation of the Issuer since the date thereof or,
if later, the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme
is correct at any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same. The Dealers have not separately
verified the information contained in the Base Prospectus. No request has been made
for a certificate permitting public offers of the Notes in other member states of the
European Union (the "EU").
To the fullest extent permitted by law, neither Citigroup Global Markets Limited nor
J.P. Morgan Securities Ltd., nor any of the other Dealers, accepts any responsibility for
the contents of this Base Prospectus or for any other statement, made or purported to be
made by Citigroup Global Markets Limited, J.P. Morgan Securities Ltd. or a Dealer or
on their behalf in connection with the Issuer or the issue and offering of the Notes.
Citigroup Global Markets Limited, J.P. Morgan Securities Ltd. and each Dealer
accordingly disclaims all and any liability whether arising in tort or contract or
otherwise (save as referred to above) which it might otherwise have in respect of this
Base Prospectus or any such statement.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and
delivery of the Notes in certain jurisdictions may be restricted by law. Persons into
whose possession this Base Prospectus or any Final Terms comes are required by the
Issuer and the Dealers to inform themselves about and to observe any such restrictions.

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For a description of certain restrictions on offers, sales and deliveries of Notes and on
the distribution of this Base Prospectus or any Final Terms and other offering material
relating to the Notes, see "Subscription and Sale". In particular, Notes have not been
and will not be registered under the United States Securities Act of 1933 (as amended)
and may include Notes in bearer form which 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. For further details of certain restrictions on the
distribution of this Base 2 Prospectus and the offer or sale of Notes in the United States,
the United Kingdom, the Republic of Italy and Japan, see "Subscription and Sale"
below.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation
to subscribe for or purchase any Notes and should not be considered as a
recommendation by the Issuer or the Dealers that any recipient of this Base Prospectus
or any Final Terms should subscribe for or purchase any Notes. This Base Prospectus
is not intended to provide the basis of any credit or any other evaluation. Each recipient
of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.
Further, neither Citigroup Global Markets Limited nor J.P. Morgan Securities Ltd., nor
any of the other Dealers undertakes to review the financial condition or affairs of the
Issuer during the life of the arrangements contemplated by this Base Prospectus nor to
advise any investor or potential investor in Notes of any information coming to the
attention of any of Citigroup Global Markets Limited, J.P. Morgan Securities Ltd. or
any other Dealer.
The maximum aggregate principal amount of Notes outstanding at any one time under
the Programme will not exceed 25,000,000,000 (or the equivalent in other currencies
at the date of issue). The maximum aggregate principal amount of Notes which may be
outstanding at any one time under the Programme may be increased from time to time,
subject to compliance with the relevant provisions of the Dealership Agreement as
defined under "Subscription and Sale".
In this Base Prospectus, unless otherwise specified or the context otherwise requires, all
references to "Euro", "euro", "EUR" and "" are to the currency introduced at the start
of the third stage of European economic and monetary union, and as defined in Article
2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro,
as amended all references to "£" and "Pounds Sterling" are to the lawful currency of
the United Kingdom.
References in this Base Prospectus to "Noteholders" are to the holders of the Notes,
each a "Noteholder".
Figures included in this Base 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.
In connection with the issue of any Tranche of Notes, 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 Notes or effect
transactions with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising

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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 Notes 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 Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of
any Stabilising Manager(s)) in accordance with all applicable laws and rules.

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CONTENTS

Page
Responsibility Statement .................................................................................................. 6
Supplements to the Base Prospectus ................................................................................ 7
Risk Factors ...................................................................................................................... 8
Information Incorporated by Reference ......................................................................... 27
General Description of the Programme .......................................................................... 29
Terms and Conditions of the Notes ................................................................................ 38
Form of Final Terms ....................................................................................................... 78
Summary of Provisions Relating to the Notes while in Global Form ............................ 96
Use of Proceeds ............................................................................................................ 103
Business Description of Banco Popolare Societa' Cooperativa ................................... 104
Taxation ........................................................................................................................ 165
Subscription and Sale ................................................................................................... 175
General Information ..................................................................................................... 180

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RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Base Prospectus.
The Issuer declares that, having taken all reasonable care to ensure that such is the case,
the information contained in this Base Prospectus is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.

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SUPPLEMENTS TO THE BASE PROSPECTUS
The Issuer has undertaken that, for the duration of the Programme, if at any time there is
a significant new factor, material mistake or inaccuracy relating to the Programme
which is capable of affecting the assessment of the Notes, it shall prepare a supplement
to this Base Prospectus in accordance with Article 13 of the Luxembourg Prospectus
Law or, as the case may be, publish a replacement Base Prospectus for use in
connection with any subsequent offering of the Notes and shall supply to each Dealer
any number of copies of such supplement to this Base Prospectus as a Dealer may
reasonably request.
In addition, the Issuer may agree with a Dealer to issue Notes in a form not
contemplated in the section entitled "Form of Final Terms". To the extent that the
information relating to that Tranche of Notes constitutes a significant new factor in
relation to the information contained in this Base Prospectus, a separate prospectus
specific to such Tranche will be made available and will contain such information.

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RISK FACTORS
Prospective investors should read the entire Base Prospectus.
The Issuer believes that the following factors may affect its ability to fulfil its
obligations under Notes issued under the Programme. These factors are contingencies
that may or may not occur and the Issuer is not in a position to express a view on the
likelihood of any such contingency occurring. Factors which could be material for the
purpose of assessing the market risks associated with Notes issued under the
Programme are described below.
The Issuer believes that the factors described below represent the principal risks
inherent in investing in Notes issued under the Programme, but the inability of the
Issuer to pay interest, principal or other amounts on or in connection with any Notes
may occur for other reasons and the Issuer does not represent that the statements below
regarding the risks of holding any Notes are exhaustive.
The risks described below are not the only risks the Issuer faces. Additional risks and
uncertainties not presently known to the Issuer or that it currently believes to be
immaterial could also have a material impact on its business operations. Prospective
investors should also read the detailed information set out elsewhere in this Base
Prospectus and reach their own views prior to making any investment decision.
Words and expressions defined in the "Terms and Conditions of the Notes" below or
elsewhere in this Base Prospectus have the same meanings in this section, unless
otherwise stated. Prospective investors should consider, among other things, the
following:
Factors that may affect the Issuer's ability to fulfil its obligations under Notes
issued under the Programme
Risk Factors in relation to the Issuer
Liquidity risks and risks associated with the European sovereign debt crisis
The Banco Popolare Group's businesses are subject to risks concerning liquidity which
are inherent in its banking operations and could affect the Banco Popolare Group's
ability to meet its financial obligations as they fall due or to fulfil commitments to lend.
In order to ensure that the Banco Popolare Group continues to meet its funding
obligations and to maintain or grow its business generally, it relies on customer savings
and transmission balances, as well as ongoing access to the wholesale lending markets.
The ability of the Banco Popolare Group to access wholesale and retail funding sources
on favourable economic terms is dependent on a variety of factors, including a number
of factors outside of its control, such as liquidity constraints, general market conditions
and confidence in the Italian banking system.
The current dislocation in the global and Italian capital markets and credit conditions
has led to the most severe examination of the banking system's capacity to absorb
sudden significant changes in the funding and liquidity environment in recent history,
and has had an impact on the wider economy. Individual institutions have faced varying
degrees of stress. Should the Banco Popolare Group be unable to continue to source a
sustainable funding profile which can absorb these sudden shocks, the Banco Popolare

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Group's ability to find its financial obligations at a competitive cost, or at all, could be
adversely affected.
The global financial system still has to overcome some of the difficulties which began
in August 2007 and which were intensified by the bankruptcy of Lehman Brothers in
September 2008. Financial market conditions have remained challenging and, in certain
respects, have deteriorated. In addition, the continued concern about sovereign credit
risks in the Euro-zone and Italy in particular has progressively intensified, and
International Monetary Fund and European Union financial support packages have been
agreed for Greece, Ireland and Portugal.
Credit quality has generally declined, as reflected by the downgrades suffered by
several countries in the Euro-zone, including Italy, since the start of the sovereign debt
crisis. The large sovereign debts and/or fiscal deficits in certain European countries,
including Italy, have raised concerns regarding the financial condition of Euro-zone
financial institutions and their exposure to such countries.
There can be no assurance that the European Union and International Monetary Fund
initiatives aimed at stabilising the market in Greece, Portugal and Ireland will be
sufficient to avert contagion to other countries (in Europe, specifically Spain and
Italy). If sentiment towards the banks and/or other financial institutions operating in
Italy were to deteriorate materially, or if the Issuer's ratings and/or the ratings of the
sector and/or the Republic of Italy were to be further adversely affected, this may have a
materially adverse impact on the Issuer. In addition, such change in sentiment or
reduction in ratings could result in an increase in the costs and a reduction in the
availability of wholesale market funding across the financial sector which could have a
material adverse effect on the liquidity and funding of all Italian financial services
institutions, including the Banco Popolare Group.
Any further downgrade of the Italian sovereign credit rating or the perception that such
a downgrade may occur may severely destabilise the markets and have a material
adverse effect on the Banco Popolare Group's operating results, financial condition and
prospects as well as on the marketability of the Notes. This might also impact on the
Banco Popolare Group's credit ratings, borrowing costs and access to liquidity. A
further Italian sovereign downgrade or the perception that such a downgrade may occur
would be likely to have a material effect in depressing consumer confidence, restricting
the availability, and increasing the cost, of funding for individuals and companies,
depressing economic activity, increasing unemployment, reducing asset prices and
consequently increasing the risk of a deterioration of the double dip recession. These
risks are exacerbated by concerns over the levels of the public debt of, and the weakness
of the economies in, Ireland, Greece, Portugal, Spain and Italy in particular. Further
instability within these countries or other countries within the Euro-zone might lead to
contagion. Such developments have posed a significant risk to the stability and status
quo of the European Monetary Union.
These concerns may impact the ability of Euro-zone banks to access the funding they
need, or may increase the costs of such funding, which may cause such banks to suffer
liquidity stress. If the current concerns over sovereign and bank solvency continue, there
is a danger that inter-bank funding may become generally unavailable or available only
at elevated interest rates, which might have an impact on the Issuer's access to, and cost
of, funding. Should the Issuer be unable to continue to source a sustainable funding

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profile, the Issuer's ability to fund its financial obligations at a competitive cost, or at
all, could be adversely impacted.
The Issuer's financial performance is affected by "systemic risk"
In recent years, the global credit environment has been adversely affected by significant
instances of default, and there can be no certainty that further such instances will not
occur. Concerns about, or a default by, one institution could lead to significant liquidity
problems, losses or defaults by other institutions because the commercial soundness of
many financial institutions may be closely related as a result of credit, trading, clearing
or other relationships between institutions. This risk is sometimes referred to as
systemic risk and may adversely affect financial intermediaries, such as clearing
agencies, clearing houses, banks, securities firms and exchanges with which the Issuer
interacts on a daily basis and therefore could adversely affect the Issuer.
Rising market tensions might affect negatively the funding costs and economic outlook
of some euro member countries, like in the case of the three bailed out countries of
Greece, Portugal and Ireland. This, together with the risk that some countries (even if
not especially significant in terms of GDP) might leave the euro area, would have a
material and negative impact on the Banco Popolare Group and/or on the Banco
Popolare Group's clients, with negative implications for the Banco Popolare Group's
business, results and the financial position.
The Issuer's financial performance is affected by borrower credit quality and general
economic conditions, in particular in Italy and Europe
The results of the Issuer may be affected by global economic and financial conditions.
During recessionary periods, there may be less demand for loan products and a greater
number of the Issuer's customers may default on their loans or their obligations. Interest
rates rises may also have an impact on the demand for mortgages and other loan
products. Fluctuations in interest rates in Italy and in the Euro-zone and in the other
markets in which the Issuer operates may influence its performance.
The Issuer monitors credit quality and manages the specific risk of each counterparty
and the overall risk of the respective loan portfolios, and the Issuer will continue to do
so, but there can be no assurance that such monitoring and risk management will suffice
to keep the Issuer's exposure to credit risk at acceptable levels. Any deterioration of the
creditworthiness of significant individual customers or counterparties, or of the
performance of loans and other receivables, as well as wrong assessments of
creditworthiness or country risks may have a material adverse effect on the Issuer's
business, financial condition and results of operations.
As discussed in Liquidity risks above, these risks are exacerbated by concerns over
the levels of the public debt of certain Euro-zone countries and their relative
weaknesses. There can be no assurance that the European Union and International
Monetary Fund initiatives aimed at stabilising the market in Greece, Portugal and
Ireland will be sufficient to avert contagion to other countries. A rating downgrade in
one of the countries in which the Issuer operates might restrict the availability of
funding or increase its cost for individuals and companies at a local level. This might
have a material adverse effect on the Issuer's operating results, financial conditions and
business outlook.

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