Obligation Banco BPM S.p.A 1.5% ( IT0005153975 ) en EUR

Banco BPM S.p.A

96.41 % ▲

Italie

IT0005153975 ( en EUR )

1.5% par an ( paiement annuel )

01/12/2025

Prospectus brochure de l'obligation Banco BPM S.p.A IT0005153975 en EUR 1.5%, échéance 01/12/2025

1 000 EUR

750 000 000 EUR

02/12/2024 ( Dans 199 jours )

L'Obligation émise par Banco BPM S.p.A ( Italie ) , en EUR, avec le code ISIN IT0005153975, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/12/2025

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 2 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 covered bonds (the Covered Bonds) 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 curren cies calculated as described herein).
T he 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 2 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 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 and Substitution Assets. Recourse against the Guarantor under the Guarantee
is limited to the Cover Pool.
Amounts payable under the Covered Bonds may be calculated by reference to EURIBOR, or to the sterling overnight index
average rate (SO NIA), in each case as specified in the relevant Final T erms. 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 Benchma rks Regulation.
T his 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 of the Prospectus Regulation (the Prospectus).
T he 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 (other than Covered Bonds issued in registered
form and the N Covered Bonds) 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 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

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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.
This Prospectus is valid for a period of 12 months from its date ending on 1 July 2022 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.
Under the Programme the Issuer may issue Covered Bonds in registered form and N Covered Bonds ( Gedeckte
Namensschuldverschreibungen), each issued with a minimum denomination indicated in the applicable terms and conditions
and/or the terms and conditions of the N Covered Bonds (the N Covered Bond Conditions), which will differ from the terms
and conditions set out in the section headed " Terms and Conditions of the Covered Bonds". The N Covered Bonds will not be
listed and/or admitted to trading on any market and will not be settled through a clearing system. T his Prospectus does not
relate to Covered Bonds issued in registered form and the N Covered Bonds, which may be issued by the Issuer under the
Programme pursuant to either separate documentation or the documents described in this Prospectus, after having made the
necessary amendments. The approval of this Prospectus by the CSSF does not cover any Covered Bonds issued in
registered form and the N Covered Bonds which may be issued by the Issuer under the Programme.
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.
O ther 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 o ther form as set out in the
relevant Conditions and/or Final T erms. T he Covered Bond issued in dematerialised form will be held on behalf of their
ultimate owners by Monte T itoli S.p.A. (Monte Titoli) for the account of the relevant Monte Titoli account holders. Monte
T itoli will also act as depository for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme
(Clearstream). T he 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 (CO NSOB) 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. T his P rospectus 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.
T he 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 T erms 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 T erms.
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".
T he Covered Bonds issued under the Programme, if rated, are expected to be assigned a credit rating as specified in the r elevant
Final T erms by Moody's Deutschland GmbH (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
T erms. 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 un der 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 t he 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
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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 certif ied under the UK CRA Regulation. A credit
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. Please refer to the ESMA webpage http://www.esma.europa.eu/page/List-
registeredand-certified-CRAs in order to consult the updated list of registered credit rating agencies.
ARRANGER FOR THE PROGRAMME
BARCLAYS
DEALERS
BANCA AKROS
BARCLAYS
T he date of this Prospectus is 1 July 2021.
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RESPONSIBILITY STATEMENT
This Prospectus is a base prospectus for the purposes of Article 8 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 Arranger, 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 d ate on which it is
supplied or, if different, the date indicated in the document containing the same.
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
are required by the Issuer, the Dealers and the Arranger to inform themselves about and to

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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 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 Arranger as to
the accuracy or completeness of such information. The Arranger and the Dealers have not
separately verified the information contained in this Prospectus. None of the Dealers or the
Arranger 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 Arranger 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 Arranger 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 Arranger undertak e 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 o f any of the Dealers, the
Representative of the Bondholders or the Arranger. None of the Arranger 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.
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

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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 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, al
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.
The terms and conditions of the Covered Bonds and the terms and conditions of the Covered
Bonds issued in registered form and the N Covered Bonds Conditions apply to the different
types of Covered Bonds which may be issued under the Programme. The full ter ms and
conditions applicable to each Series or Tranche of Covered Bonds (other than Covered Bonds
issued in registered form and the N Covered Bonds) can be reviewed by reading the Conditions
of the Covered Bonds as set out in full in this Prospectus, which constitute the basis of al
Covered Bonds (other than Covered Bonds issued in registered form and the N Covered Bonds)
to be offered under the Programme, together with the applicable Final Terms which complete
the Conditions of the Covered Bonds in the manner required to reflect the particular terms and
conditions applicable to the relevant Series of Covered Bonds (or Tranche). The full terms and
conditions applicable to each Series of Covered Bonds in registered form or the N Covered
Bonds can be reviewed by reading the relevant N Covered Bond Certificate, the relevant term
and conditions and N Covered Bond Conditions and any schedule or ancillary agreement
attached or relating thereto.
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 wil 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.

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

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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 Product Governance Rules), any Dealer
subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MIFID 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 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 Arranger 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

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(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.

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CONTENTS
Clause
Page
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................ 1
RISK FACTORS ...............................................................................................................23
STRUCTURE OVERVIEW ..............................................................................................72
SUPPLEMENTS, FINAL TERMS AND FURTHER PROSPECTUSES .............................77
DOCUMENTS INCORPORATED BY REFERENCE .......................................................78
TERMS AND CONDITIONS OF THE COVERED BONDS .............................................82
RULES OF THE ORGANISATION OF THE BONDHOLDERS ..................................... 142
FORM OF FINAL TERMS ............................................................................................. 172
USE OF PROCEEDS ...................................................................................................... 187
SELECTED CONSOLIDATED FINANCIAL DATA ...................................................... 188
BUSINESS DESCRIPTION OF THE ISSUER AND THE GROUP ................................. 195
REGULATORY.............................................................................................................. 239
CREDIT AND COLLECTION POLICY.......................................................................... 254
THE GUARANTOR ....................................................................................................... 274
DESCRIPTION OF THE TRANSACTION DOCUMENTS ............................................. 278
CREDIT STRUCTURE ................................................................................................... 305
CASHFLOWS ................................................................................................................ 312
DESCRIPTION OF THE COVER POOL ........................................................................ 319
THE ASSET MONITOR ................................................................................................. 325
DESCRIPTION OF CERTAIN RELEVANT LEGISLATION IN ITALY......................... 327
TAXATION .................................................................................................................... 336
LUXEMBOURG TAXATION ........................................................................................ 348
SUBSCRIPTION AND SALE ......................................................................................... 349
GENERAL INFORMATION .......................................................................................... 355
GLOSSARY ................................................................................................................... 362

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