Obligation BPER Banca SpA 0.115% ( IT0005421976 ) en EUR

BPER Banca SpA

100 % ⇌

Italie

IT0005421976 ( en EUR )

0.115% par an ( paiement annuel )

22/10/2024 - Obligation échue

Prospectus brochure de l'obligation BPER Banca S.p.A IT0005421976 en EUR 0.115%, échue

BPER Banca S.p.A. est une banque italienne cotée en bourse, issue de la fusion de plusieurs banques régionales italiennes, offrant une large gamme de services bancaires aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par BPER Banca SpA ( Italie ) , en EUR, avec le code ISIN IT0005421976, paye un coupon de 0.115% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/10/2024

Base Prospectus dated 15 September 2020

BPER BANCA S.P.A.
(a bank incorporated as a joint-stock company (società per azioni) in the Republic of Italy)
7,000,000,000 Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by
ESTENSE COVERED BOND S.r.l.
(incorporated as a limited liability company (società a responsabilità limitata) in the Republic of Italy)
The 7,000,000,000 Covered Bond Programme (the "Programme") described in this base prospectus (the "Base Prospectus") has been established by BPER Banca S.p.A. (previously Banca popolare
dell'Emilia Romagna Società Cooperativa) ("BPER" or the "Issuer") for the issuance of covered bonds (obbligazioni bancarie garantite) (the "Covered Bonds", which term includes, for the avoidance of
doubt and as the context requires, Registered Covered Bonds, as defined below) guaranteed by Estense Covered Bond S.r.l. (the "Guarantor") pursuant to Article 7-bis of law of 30 April 1999, No. 130, as
implemented and supplemented ("Law 130") and the relevant implementing measures set out in the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310, as amended and
supplemented (the "MEF Decree") and the Supervisory Instructions of the Bank of Italy set out in Part III, Chapter 3 of the "Disposizioni di vigilanza per le banche" (Circolare No. 285 of 17 December 2013),
as replaced, amended and supplemented from time to time (the "BoI Regulations" and, together with the Law 130 and the MEF Decree, jointly the "OBG Regulations"). The aggregate nominal amount of the
Covered Bonds outstanding under the Programme will not at any time exceed 7,000,000,000 (or its equivalent in other currencies calculated as described herein).
The Covered Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer, guaranteed by the Guarantor 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 (liquidazione coatta amministrativa) of the Issuer, any funds realised and payable to the Covered Bondholders will be collected, received or recovered by the Guarantor on their behalf in accordance
with Law 130.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purposes of Regulation EU 2017/1129
(the "Prospectus Regulation") in the Grand Duchy of Luxembourg, as a base prospectus for the purpose of article 8 of the Prospectus Regulation . Approval by the CSSF relates only to the Covered Bonds and
does not include the Registered Covered Bonds.
The CSSF only approves this Base 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 Base Prospectus and investors should make their own assessment as to the
suitability of investing in the Covered Bonds.
Application has been made for Covered Bonds issued under the Programme (other than the Registered Covered Bonds) to be admitted during the period of 12 months from the date of this Base Prospectus to
listing on the official list (the "Official List") and trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2014/65/EU of the European
Parliament and of the Council on markets in financial instruments. References in this Base Prospectus to Covered Bonds being "listed" (and all related references) shall mean that such Covered Bonds (other
than the Registered Covered Bonds) have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. In addition, the Issuer and each relevant Dealer
named under the section "Subscription and Sale" below may agree to make an application to list a Tranche on any other stock exchange. The Programme also permits Covered Bonds to be issued on an unlisted
basis. The relevant Final Terms (as defined in the section "Terms and Conditions of the Covered Bonds" below) in respect of the issue of any Series will specify whether or not such Series will be listed on the
Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market (or any other stock exchange).
By approving this Base Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality and solvency of the Issuer in accordance
with the provisions of Article 6 (4) of the Luxembourg law on prospectuses for securities of 16 July 2019. This Base Prospectus is valid for 12 months from its date in relation to Covered Bonds
which are to be admitted to trading on a regulated market in the European Economic Area (the EEA). The Issuer will, in the event of any significant new factor, material mistake or inaccuracy
relating to information included in this Base Prospectus which is capable of affecting the assessment of the Covered Bonds, prepare a supplement to this Base Prospectus. The obligation to
supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. The validify of this
Base Prospectus ends on 15 September 2021.

Under the Programme, the Issuer may issue Covered Bonds denominated in any currency, including Euro, GBP, CHF, Yen and USD. Interest on the Covered Bonds shall accrue monthly, quarterly, semi-
annually or annually as specified in the relevant Final Terms, in arrear at a fixed or floating rate, increased or decreased by a margin. The Issuer may also issue Covered Bonds at a discounted price with no
interest accruing and repayable at nominal value (zero-coupon Covered Bonds).
The terms of each Tranche will be set forth in the Final Terms relating to such Tranche prepared in accordance with the provisions of this Base Prospectus and, if the relevant Covered Bonds are listed, to be
delivered to the regulated market of the Luxembourg Stock Exchange on or before the date of issue of such Tranche.
The Covered Bonds (other than Registered Covered Bonds) will be issued in bearer form and dematerialised form (emesse in forma dematerializzata) and will be held in such form on behalf of their ultimate
owners, until redemption or cancellation thereof, by Monte Titoli S.p.A., whose registered office is in Milan, at Piazza degli Affari, No. 6, Italy, ("Monte Titoli") for the account of the relevant Monte Titoli
Account Holders. The expression "Monte Titoli Account Holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli (and includes
any Relevant Clearing System which holds account with Monte Titoli or any depository banks appointed by the Relevant Clearing System). The expression "Relevant Clearing Systems" means any of
Clearstream Banking, société anonyme, with registered office at 42 Avenue JF Kennedy, L-1855, Luxembourg ("Clearstream") and Euroclear Bank S.A./N.V. with registered office at 1 Boulevard du Roi
Albert II, B-1210 Bruxelles as operator of the Euroclear System ("Euroclear"). Each Covered Bond issued in dematerialised form will be deposited with Monte Titoli on the relevant Issue Date (as defined in
the section "Terms and Conditions of the Covered Bonds" below). The Covered Bonds (other than Registered Covered Bonds) will at all times be held in book entry form and title to the Covered Bonds will be
evidenced by book entries in accordance with article 83-bis of Italian legislative decree No. 58 of 24 February 1998, as amended and supplemented (the "Financial Law") and implementing regulations 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 is and will be issued in respect of the Covered Bonds (other than the Registered Covered Bonds).
The Covered Bonds may also be issued in registered form as German law governed registered covered bonds (Namensschuld verschreibungen) (the "Registered Covered Bonds"). The terms and conditions of
the relevant Registered Covered Bonds (the "Registered CB Conditions") will specify the minimum denomination for the relevant Registered Covered Bonds, which will not be listed. This Base Prospectus
does not relate to the Registered Covered Bonds which may be issued by the Issuer under the Programme pursuant to either separate documentation or the documents described in this Base Prospectus after
having made the necessary amendments. The approval of this Base Prospectus by the CSSF does not cover any Registered Covered Bonds which may be issued by the Issuer. The CSSF has neither reviewed nor
approved any information in relation to the Registered Covered Bond.
Before the Maturity Date, the Covered Bonds will be subject to mandatory and optional redemption in whole or in part in certain circumstances, as set out in Condition 7 (Redemption and Purchase).
Each Covered Bond may be assigned on issue a rating as specified in the relevant Final Terms by Moody's Investors Service Limited ("Moody's" or the "Rating Agency"). Covered Bonds to be issued under
the Programme, if rated, are expected to be rated "Aa3" by Moody's, to the extent that at the relevant time it provides ratings in respect of the then outstanding Covered Bonds. Where a Tranche or Series of
Covered Bonds is to be rated, such rating will not necessarily be the same as the rating assigned to the Covered Bonds already issued. Whether or not a rating in relation to any Tranche or Series of Covered
Bonds will be treated as having been issued by a credit rating agency established in the European Union or the United Kingdom and registered under Regulation (EC) No 1060/2009 on credit rating agencies, as
amended from time to time (the "CRA Regulation") will be disclosed in the relevant Final Terms or in the Registered CB Conditions (as applicable). The credit ratings included or referred to in this Base
Prospectus have been issued by Moody's, which is established in the United Kingdom and registered under the CRA Regulation as set out in the list of credit rating agencies registered in accordance with the
CRA Regulation published on the website of the European Securities and Markets Authority ("ESMA") pursuant to the CRA Regulation (for more information please visit the ESMA webpage
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs). 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 or the United Kingdom and registered under the CRA Regulation (and such registration has not been withdrawn or suspended). A security rating is not a
recommendation to buy, sell or hold Covered Bonds and may be subject to revision or withdrawal by the Rating Agency and each rating shall be evaluated independently of any other.
Amounts payable under the Covered Bonds may be calculated by reference to either EURIBOR, LIBOR, which are provided by the European Money Markets Institute ("EMMI") and ICE Benchmark
Administration Limited ("ICE") respectively, or such other benchmark as may be specified in the relevant Final Terms. As at the date of this Base Prospectus, ICE and EMMI are both
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) No. 2016/1011 (the "Benchmarks Regulation")..
For a discussion of certain risks and other factors that should be considered in connection with an investment in the Covered Bonds, see the section headed "Risk Factors" of this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see the section headed "Documents Incorporated by Reference"), the information on the websites to

which this Base Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.

Arranger and Dealer
NatWest Markets

RESPONSIBILITY STATEMENTS
This Base Prospectus comprises 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 the Guarantor and of the rights attaching to the Covered
Bonds.
The Issuer accepts responsibility for the information contained in this Base 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 Base Prospectus is in accordance with the facts and this Base Prospectus makes no omission
likely to affect the import of such information.
The Guarantor has provided the information under the section headed "Description of the Guarantor" and any
other information contained in this Base Prospectus relating to itself and, together with the Issuer (the
"Responsible Persons"), accepts responsibility for the information contained in those sections. To the best of
the knowledge of the Guarantor, having taken all reasonable care to ensure that such is the case, the
information and data in relation to which it is responsible as described above are in accordance with the facts
and this Base Prospectus makes no omission likely to affect the import of such information and data.
Certification of the manager responsible for preparing the Issuer's financial report, pursuant to article 154-
bis, paragraph 2 of the Financial Law
The manager responsible for preparing the Issuer's financial report (dirigente preposto), Marco Bonfatti,
declares in accordance with art. 154-bis, para.2 of the Financial Law, that the accounting data contained in
this Base Prospectus corresponds to the underlying documents, accounting books and the other accounting
entries of the Issuer.
This Base Prospectus is to be read and construed in conjunction with any supplement thereto along with all
documents incorporated herein by reference (see the section headed "Documents incorporated by reference",
below) and, in relation to any Series or Tranche of Covered Bonds, the relevant Final Terms.
Other than in relation to the documents which are deemed to be incorporated by reference (see the section
headed "Documents incorporated by reference", below), the information on the websites to which this Base
Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved by the
CSSF.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus
(and, therefore, acting in association with the Issuer) in connection with an offer of Covered Bonds are the
persons named in the applicable Final Terms as the relevant Dealer(s).
Copies of the Final Terms will be available from the registered office of the Issuer and the specified office of
the Principal Paying Agent (as defined below) and on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
Capitalised terms used in this Base Prospectus shall have the meanings ascribed to them in the section
headed "Terms and Conditions of the Covered Bonds" below, unless otherwise defined in the specific
section of this Base Prospectus in which they are used. For ease of reference, the section headed
"Glossary" below indicates the page of this Base Prospectus on which each capitalised term is defined.
No person is or 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 with the Programme or
any other information supplied by the Issuer in connection with the Programme or the Covered Bonds and, if
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3

given or made, such information or representation must not be relied upon as having been authorised by the
Issuer, the Seller, the Guarantor, the Arranger or any of the Dealers, the Representative of the Covered
Bondholders or any party to the Transaction Documents.
Neither the delivery of this Base Prospectus nor any sale made in connection therewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer or the
Guarantor since the date hereof or the date upon which this Base Prospectus has been most recently amended
or supplemented or in any circumstances imply that the information contained herein concerning the Issuer
and the Guarantor is correct at any time subsequent to the date hereof 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 Base 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.
This Base Prospectus is valid for 12 months following its date of publication and it and any supplement
hereto, as well as any Final Terms filed within such 12 months, reflects the status as of their respective dates
of issue. The offering, sale or delivery of any Covered Bonds may not be taken as an implication that the
information contained in such documents is accurate and complete subsequent to their respective dates of
issue or that there has been no adverse change in the financial condition of the Issuer or the Guarantor since
such date or that any other information supplied in connection with the Programme is accurate at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing
the same.
Neither the Arranger nor any Dealer nor the Representative of the Covered Bondholders is responsible for the
information contained in this Base Prospectus, any supplement thereof, any document incorporated by
reference or any Final Terms and, accordingly, to the fullest extent permitted by law, none of the Dealers, the
Representative of the Covered Bondholders or the Arranger accept any responsibility for the accuracy and
completeness of the information contained in any of such documents.
Neither the Arranger nor any Dealer nor the Representative of the Covered Bondholders has independently
verified the information contained in this Base Prospectus. None of the Dealers or the Arranger makes any
representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness
of any of the information in this Base Prospectus. Neither this Base 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 Arranger, the Representative of the Covered
Bondholders or the Dealers that any recipient of this Base Prospectus should purchase the Covered Bonds.
Each potential purchaser of Covered Bonds should determine for itself the relevance of the information
contained in this Base Prospectus and its purchase of Covered Bonds should be based upon such investigation
as it deems necessary. None of the Dealers, the Arranger or the Representative of the Covered Bondholders
undertakes to review the financial condition or affairs of the Issuer or the Guarantor during the life of the
arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in
Covered Bonds of any information coming to the attention of any of the Dealers or the Arranger.
This Base Prospectus contains industry and customer-related data, as well as calculations taken from industry
reports, market research reports, publicly available information and commercial publications. It is hereby
confirmed that (a) to the extent that information reproduced herein derives from a third party, such
information has been accurately reproduced and (b) insofar as the Responsible Persons are aware and are able
to ascertain from information derived from a third party, no facts have been omitted which would render the
information reproduced inaccurate or misleading. The source of third party information is identified where
used.
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4

No statement or report attributed to a person as an expert is included in this Base Prospectus, except for the
reports of the auditors of the Issuer and the Guarantor who have audited the consolidated financial statements
of the BPER Group and each of the financial statements of the Issuer and the Guarantor for the financial year
ended on 31 December 2019 and 31 December 2018.
For further information please see, respectively, the section headed "Auditors" in the "General Information"
of this Base Prospectus.
The distribution of this Base Prospectus, any document incorporated herein by reference and any Final Terms
and the offering, sale and delivery of the Covered Bonds in certain jurisdictions may be restricted by law.
Persons into whose possession this Base Prospectus or any Final Terms come are required by the Issuer and
the Dealers to inform themselves about and to observe any such restrictions.
In particular, the Covered Bonds have not been and will not be registered under the United States Securities
Act of 1933 (the "Securities Act"). Subject to certain exceptions, Covered Bonds may not be offered, sold or
delivered within the United States of America or to U.S. persons. There are further restrictions on the
distribution of this Base Prospectus, any Final Terms and the offer or sale of Covered Bonds in the European
Economic Area, including the Republic of Ireland, Germany, the Republic of Italy, and in the United
Kingdom and in Japan. For a description of certain restrictions on offers and sales of Covered Bonds and on
distribution of this Base Prospectus, see the section headed "Subscription and Sale" below.
Neither this Base Prospectus, any supplement thereto, nor any Final Terms (or any part thereof)
constitutes an offer, nor may they be used for the purpose of an offer to sell any of the Covered Bonds,
or a solicitation of an offer to buy any of the Covered Bonds, by anyone in any jurisdiction or in any
circumstances in which such offer or solicitation is not authorised or is unlawful. 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 and the Guarantor.
Each initial and subsequent purchaser of a Covered Bond will be deemed, by its acceptance of the purchase of
such Covered Bond, to have made certain acknowledgements, representations and agreements intended to
restrict the resale or other transfer thereof as set forth therein and described in this Base Prospectus and, in
connection therewith, may be required to provide confirmation of its compliance with such resale or other
transfer restrictions in certain cases.
In this Base Prospectus, references to "" or "euro" or "Euro" or "EUR" are to the single currency
introduced at the start of the Third Stage of European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended; references to "U.S.$ " or "U.S. Dollar" are to the
currency of the United States of America; references to "CHF" are to the currency of Switzerland; references
to "Yen" are to the currency of Japan; references to "£" or "UK Sterling" are to the currency of the United
Kingdom; references to "Italy" are to the Republic of Italy; references to laws and regulations are, unless
otherwise specified, to the laws and regulations of Italy; and references to "billions" are to thousands of
millions.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which preceded
them.
The language of this Base Prospectus is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.
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The Arranger is acting for the Issuer and no one else in connection with the Programme and will not be
responsible to any person other than the Issuer for providing the protection afforded to clients of the Arranger
or for providing advice in relation to the issue of the Covered Bonds.
In connection with the issue of any Tranche under the Programme, the Dealer or Dealers (if any)
named as the stabilising manager(s) (the "Stabilising Manager(s)") (or any person acting for the
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 is no assurance that the Stabilising Manager(s) (or
any person acting on behalf of any Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the relevant Tranche 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 and 60 days after the date of
the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by
the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.
In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for
regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU or in the
UK and registered under the CRA Regulation (and such registration has not been withdrawn or suspended),
subject to transitional provisions that apply in certain circumstances whilst the registration application is
pending. Such general restriction will also apply in the case of credit ratings issued by non-EU or non-UK
credit rating agencies, unless the relevant credit ratings are endorsed by an EU- or UK-registered credit rating
agency or the relevant non-EU or non-UK rating agency is certified in accordance with the CRA Regulation
(and such endorsement action or certification, as the case may be, has not been withdrawn or suspended).
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 (1) the Covered Bonds are legal investments for it, (2) the Covered Bonds can be
used as collateral for various types of borrowing and (3) 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 the Covered Bonds under any applicable risk-based capital or similar
rules.
Each potential investor in any 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 relevant Covered
Bonds, the merits and risks of investing in the relevant Covered Bonds and the information contained
or incorporated by reference in this Base 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 relevant Covered Bonds and the impact such
investment 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 relevant
Covered Bonds, including where principal or interest is payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant 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 for
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 and such instruments may be purchased as a way to
reduce risk or enhance yield with an understood, measured, appropriate addition of risk to investors' 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 the help of a financial adviser) to evaluate how the Covered
Bonds will perform under changing conditions, the resulting effects on the value of such Covered Bonds and
the impact this investment will have on the potential investor's overall investment portfolio. The investment
activities of certain investors are subject to legal 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 (a) Covered Bonds are legal investments for it, (b) Covered Bonds can be used as collateral for various
types of borrowing and (c) 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.

PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS
If the Final Terms in respect of any Covered Bonds include a legend entitled "Prohibition of Sales to EEA and
UK Retail Investors", the Covered Bonds are not intended to be offered, sold or otherwise made available to
and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor
in the European Economic Area ("EEA") and 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 (11) of article 4(1) of
Directive 2014/65/EU, as amended ( "MiFID II"); (ii) a customer within the meaning of Directive
2016/97/EU, as amended ("IDD"), 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.
MIFID II product governance / target market
The Final Terms 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 the 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 MiFID Product
Governance rules under EU Delegated Directive 2017/593, as amended (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Covered Bond 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.
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TABLE OF CONTENTS
Page
RESPONSIBILITY STATEMENTS .................................................................................................................. 3
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 9
RISK FACTORS ...............................................................................................................................................55
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................90
STRUCTURE DIAGRAM ...............................................................................................................................97
DESCRIPTION OF THE ISSUER AND INITIAL SELLER ...........................................................................98
REGULATORY SECTION .............................................................................................................................140
DESCRIPTION OF THE GUARANTOR ......................................................................................................147
DESCRIPTION OF THE ASSET MONITOR ................................................................................................150
DESCRIPTION OF THE COVER POOL CREDIT AND COLLECTION POLICIES ..............................152
CREDIT STRUCTURE ..................................................................................................................................158
ACCOUNTS AND CASH FLOWS ................................................................................................................169
USE OF PROCEEDS ......................................................................................................................................174
DESCRIPTION OF THE TRANSACTION DOCUMENTS .........................................................................175
SELECTED ASPECTS OF ITALIAN LAW ..................................................................................................200
TERMS AND CONDITIONS OF THE COVERED BONDS ........................................................................ 211
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ..............................................261
FORM OF FINAL TERMS.............................................................................................................................280
KEY FEATURES OF REGISTERED COVERED BONDS (NAMENSSCHULD VERSCHREIBUNGEN) ..291
TAXATION IN THE REPUBLIC OF ITALY .................................................................................................293
LUXEMBOURG TAXATION ........................................................................................................................301
FATCA WITHHOLDING ...............................................................................................................................304
SUBSCRIPTION AND SALE ........................................................................................................................305
GENERAL INFORMATION ..........................................................................................................................309
GLOSSARY ....................................................................................................................................................314

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GENERAL DESCRIPTION OF THE PROGRAMME
The following section does not purport to be complete and is qualified in its entirety by the remainder of this
Base Prospectus and, in relation to the terms and conditions of any Tranche, the applicable Final Terms.
Prospective purchasers of Covered Bonds should carefully read the information set out elsewhere in this Base
Prospectus prior to making an investment decision in respect of the Covered Bonds. In this section, references
to a numbered Condition are to the corresponding numbered Condition in the section headed "Terms and
Conditions of the Covered Bonds" below.
1
Parties
Issuer
BPER Banca S.p.A. (previously Banca popolare dell'Emilia
Romagna Società Cooperativa), a bank incorporated as a
joint-stock company (società per azioni) under the laws of the
Republic of Italy, registered with the companies' register of
Modena under number 01153230360, fiscal code
01153230360 and VAT number 03830780361, registered with
the register of banks (albo delle banche) held by the Bank of
Italy pursuant to article 13 of Italian legislative decree No.
385 of 1 September 1993, as amended from time to time (the
"Banking Act") under number 4932, parent company of the
"Gruppo BPER" registered with the register of banking
groups held by the Bank of Italy pursuant to article 64 of the
Banking Act under number 5387.6 (the "BPER Banking
Group" or the "Group" or the "BPER Group"), having its
registered office at Via San Carlo, 8/20, 41121 Modena, Italy
(the "Issuer" or "BPER").

For a more detailed description of the Issuer, see the section
headed "Description of the Issuer and Initial Seller" below.
Guarantor
Estense Covered Bond S.r.l., a company incorporated in Italy
as a limited liability company (società a responsabilità
limitatà) pursuant to Article 7-bis of Law No. 130 of 30 April
1999, as amended from time to time ( "Law 130"), whose
registered office is in Via Vittorio Alfieri 1, 31015 Conegliano
(TV), Italy, fiscal code 04362620264, VAT Group "Gruppo
IVA BPER Banca" - VAT number 03830780361, enrolled
with the Companies Register of Treviso-Belluno, under
number 04362620264, belonging to the BPER Banking
Group and directed and co-ordinated (soggetta all'attività di
direzione e coordinamento) by BPER (the "Guarantor").

For a more detailed description of the Guarantor, see the
section headed "Description of the Guarantor", below.
Arranger
NatWest Markets N.V., a company incorporated under the
laws of the Netherlands, acting through its office at Claude
Debussylaan 94, Amsterdam 1082 MD, The Netherlands
("NatWest Markets" or the "Arranger").
Dealer
NatWest Markets and any other dealer appointed from time to
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time in accordance with the Programme Agreement.
Initial Seller
BPER will act as seller under the BPER Master Transfer
Agreement (in such capacity, the "Initial Seller" and,
together with the Additional Sellers (as defined below), the
"Sellers"). For a more detailed description of the Initial
Seller, see the section headed "Description of the Issuer and
Initial Seller", below.
Additional Sellers
Any bank, other than the Initial Seller, which is and/or will be
a member of the BPER Banking Group (each an "Additional
Seller"), that will sell further Subsequent Receivables (as
defined below) and/or Integration Assets (as defined below)
to the Guarantor, subject to satisfaction of certain conditions,
and which, for such purpose, shall, inter alia:
(i) enter into with the Guarantor a master transfer
agreement providing for, mutatis mutandis, substantially
the same terms and conditions of the BPER Master
Transfer Agreement (each an "Additional Master
Transfer Agreement" and, together with the BPER
Master Transfer Agreement, the "Master Transfer
Agreements" and any one of them a "Master Transfer
Agreement"); and
(ii) accede to the Intercreditor Agreement by signing an
accession letter substantially in the form attached to the
Intercreditor Agreement and the Cover Pool
Administration Agreement, respectively.
Subordinated Loan Provider
BPER will act as subordinated loan provider (in such
capacity, the "Subordinated Loan Provider") pursuant to the
terms of the BPER Subordinated Loan Agreement (as defined
below).
Any Additional Seller that will sell further Subsequent
Receivables and/or Integration Assets (as defined below) to
the Guarantor will be required to enter into a subordinated
loan agreement with the Guarantor providing for, mutatis
mutandis, substantially the same terms and conditions of the
BPER Subordinated Loan Agreement (each such agreement,
an "Additional Subordinated Loan Agreement" and,
together with the BPER Subordinated Loan Agreement, the
"Subordinated Loan Agreements").
Servicer
BPER will act as servicer (the "Servicer") in the context of
the Programme and will be responsible for the management
and the collection of the Receivables (as defined below)
respectively sold from time to time to the Guarantor, pursuant
to the terms of the Servicing Agreement.
BPER, in its capacity as Servicer, is entitled to delegate to the
relevant Additional Seller the management, administration,
collection and recovery activities in respect of those
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