Obligation BPER Banca SpA 0.027% ( IT0005466252 ) en EUR

BPER Banca SpA

100 % ⇌

Italie

IT0005466252 ( en EUR )

0.027% par an ( paiement annuel )

05/11/2024 - Obligation échue

Prospectus brochure de l'obligation BPER Banca S.p.A IT0005466252 en EUR 0.027%, échue

100 000 EUR

500 000 000 EUR

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 IT0005466252, paye un coupon de 0.027% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/11/2024

BASE PROSPECTUS DATED 13 June 2022
Banca Carige S.p.A.
(incorporated as a joint stock company in the Republic of Italy)
Euro 5,000,000,000 Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by
Carige Covered Bond S.r.l.
(incorporated as a limited liability company in the Republic of Italy)
The Euro 5,000,000,000 Covered Bond Programme (the "Programme") described in this base prospectus (the "Base Prospectus")
has been established by Banca Carige S.p.A. ("Banca Carige", the "Company", the "Bank" or the "Issuer") for the issuance of
covered bonds (the "Covered Bonds") guaranteed by Carige Covered Bond S.r.l. (the "Guarantor") pursuant to Article 7-bis of law
of 30 April 1999, No. 130, as amended and supplemented (the "Law 130") as implemented by Decree of the Ministry of Economy
and Finance of 14 December 2006, No. 310 (the "MEF Decree" or "Decree 310"), the Supervisory Instructions relating to covered
bonds (Obbligazioni Bancarie Garantite) under Chapter III, Section 3, of the 23th update to circular n. 285 dated 17 December 2013
containing the "Disposizioni di vigilanza per le banche", as further implemented or amended (the "BoI Regulations" and, together
with the Law 130 and the MEF Decree, jointly the "OBG Regulations"). The maximum aggregate nominal amount of all the Covered
Bonds from time to time outstanding under the Programme will not exceed Euro 5,000,000,000 (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 of the Issuer, any funds realised and payable to the Covered Bondholders will be collected by the
Guarantor on their behalf.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as
competent authority in Grand Duchy of Luxembourg as a base prospectus under article 8 of Regulation (EU) 2017/1129, as
subsequently amended by Regulation (EU) 2019/2115 and Regulation (EU) 2021/337 (the "Prospectus Regulation") and the
Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs
mobilières et portant mise en oeuvre du règlement (UE) 2017/1129) (the "Luxembourg Prospectus Law"). 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. Investors should make their own assessment as to the suitability of investing
in Covered Bonds.
Application has been made for Covered Bonds (other than N Covered Bonds) to be admitted during the period of 12 months following
the date of approval of this Base Prospectus to listing on 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, as amended. As referred to in Article 6(4) of the
Luxembourg Prospectus Law, by approving this Base Prospectus, in accordance with Article 20 of the Prospectus Regulation, the
CSSF does not engage in respect of the economic or financial opportunity of the operation or the quality and solvency of the Issuer.
In addition, the Issuer and each relevant Dealer named under "Subscription and Sale" may agree to make an application to list a Series
or Tranche on any other stock exchange as specified in the relevant Final Terms. The Programme also permits Covered Bonds to be
issued on an unlisted basis.
Covered Bonds may be issued in dematerialised form or in registered form also as German law governed registered covered bonds
(Namensschuldverschreibung) (the "N Covered Bonds"). The CSSF has neither reviewed nor approved the information contained in
this Base Prospectus in relation to any issuance of the N Covered Bonds that are not to be publicly offered and not to be admitted to
trading on the regulated market of any Stock Exchange in any EU Member State and for which a prospectus is not required in
accordance with the Prospectus Regulation.
This Base Prospectus will be valid until 13 June 2023. For the avoidance of doubt, the Issuer shall have no obligation to supplement
this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies after the end of its 12-month
validity period.
Where Covered Bonds issued under the Programme are admitted to trading on a regulated market within the European Economic Area
or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a
prospectus under the Prospectus Regulation, such Covered Bonds will not have a denomination of less than Euro 100,000 (or, where
the Covered Bonds are issued in a currency other than euro, the equivalent amount in such other currency). The terms and conditions
of the N Covered Bonds (the "N Covered Bond Conditions") will specify the minimum denomination for N Covered Bonds, which
will not be listed. This document does not constitute a prospectus for purposes of the German Capital Investments Act
(Vermögensanlagengesetz).
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, annually, in arrear at 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).

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The terms of each Series or Tranche will be set forth in the Final Terms relating to such Series or Tranche prepared in accordance
with the provisions of this Base Prospectus and, if listed, to be delivered to the regulated market of the Luxembourg Stock Exchange
on or before the date of issue of such Series or Tranche.
The Covered Bonds issued in dematerialised form will be held 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 ("Clearstream") and Euroclear Bank S.A./N.V.
as operator of the Euroclear System ("Euroclear"). Each Series or Tranche is and will be deposited with Monte Titoli on the relevant
Issue Date (as defined in the "Terms and Conditions of the Covered Bonds" below). Monte Titoli shall act as depositary for Clearstream
and Euroclear. The Covered Bonds issued in dematerialised form 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 the provisions of legislative decree No. 58 of 24 February 1998, as
amended and supplemented from time to time (the "Financial Services Act") 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 22 February 2008 and
published in the Official Gazette No. 54 of 4 March 2008, as subsequently amended and supplemented. No physical document of title
is and will be issued in respect of the Covered Bonds issued in dematerialised form.
The Covered Bonds will be subject to mandatory and optional redemption in whole or in part in certain circumstances, as set out in
Condition 8 (Redemption and Purchase).
The Issuer may agree with any Dealer that Covered Bonds may be issued in a form not contemplated by the Terms and Conditions of
the Covered Bonds and the Terms and Conditions of the N Covered Bonds herein, in which event (in the case of Covered Bonds
admitted to the Official List only) a drawdown base prospectus, if appropriate, will be made available which will describe the effect
of the agreement reached in relation to such Covered Bonds.
Interest amounts payable on Floating Rate Covered Bonds may be calculated by reference to EURIBOR as specified in the relevant
Final Terms. As at the date of this Base Prospectus, the European Money Markets Institute, as administrator of EURIBOR is included
in ESMA's register of administrators under Article 36 of the Regulation (EU) No. 2016/1011, as amended (the "Benchmarks
Regulation").
Each Series or Tranche may, on or after the relevant issue, be assigned a rating as specified in the relevant Final Terms by DBRS
Morningstar ("DBRS"), and/or Moody's France SAS ("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 (the "Rating
Agencies"). The rating of certain Series or Tranches to be issued under the Programme may be specified in the applicable Final Terms
or in the N Covered Bond Conditions (as applicable). Whether or not each 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 from time to time (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 the EU CRA Regulation, as it forms part of domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020)
(the "UK CRA Regulation") or by a credit rating agency which is certified under the UK CRA Regulation will be disclosed in the
Final Terms or in the N Covered Bond Conditions (as applicable). In general, European regulated investors are restricted from using
a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered
under the EU CRA Regulation unless (1) the rating is provided by a credit rating agency not established in the European Union but is
endorsed by a credit rating agency established in the European Union and registered under the EU CRA Regulation or (2) the rating
is provided by a credit rating agency not established in the European Union which is certified under the EU CRA Regulation. In
general, UK regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating
agency established in the UK and registered under the UK CRA Regulation unless (1) the rating 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) the rating is provided by a credit rating agency not established in the UK which is certified under the UK CRA Regulation.
Moody's and DBRS are rating agencies established in the European Union and registered under the EU 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. The European Securities and Markets Authority (the "ESMA") is obliged to maintain on
its website, https://www.esma.europa.eu/supervision/credit-rating-agencies/risk, a list of credit rating agencies registered and certified
in accordance with the EU CRA Regulation The credit ratings included or referred to in this Base Prospectus have been issued by
DBRS and/or Moody's, each of which is established in the European Union and each of which is registered under the EU CRA
Regulation. As such Moody's and DBRS are included in the list of credit rating agencies published by the ESMA on its website in
accordance with such EU CRA Regulation as of the date 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.
A credit rating is not a recommendation to buy, sell or hold Covered Bonds and may be subject to revision or withdrawal by
the assigning Rating Agency at any time and each rating shall be evaluated independently of any other.
An investment in Covered Bond issued under the Programme involves certain risks. 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 entitled "Risk Factors"
of this Base Prospectus.
Joint Arrangers
NatWest Markets

UBS Investment Bank
Dealers
NatWest Markets

UBS Investment Bank

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TABLE OF CONTENTS

Page
RESPONSIBILITY STATEMENTS ..................................................................................................................... 4
SUPPLEMENT TO THE BASE PROSPECTUS................................................................................................... 8
GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................................... 9
RISK FACTORS .................................................................................................................................................. 52
STRUCTURE DIAGRAM ................................................................................................................................... 82
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 83
DESCRIPTION OF BANCA CARIGE AND BANCA CARIGE GROUP ......................................................... 88
OWNERSHIP STRUCTURE ............................................................................................................................... 91
BANCA CARIGE GROUP STRUCTURE .......................................................................................................... 92
RATINGS ............................................................................................................................................................. 93
STRATEGY ......................................................................................................................................................... 94
DESCRIPTION OF THE BUSINESS .................................................................................................................. 98
REGULATORY PROCEEDINGS AND LITIGATION ................................................................................... 110
MANAGEMENT AND EMPLOYEES ............................................................................................................. 115
REGULATORY ASPECTS ............................................................................................................................... 129
DESCRIPTION OF THE SELLERS .................................................................................................................. 148
DESCRIPTION OF THE GUARANTOR ......................................................................................................... 150
DESCRIPTION OF THE ASSET MONITOR ................................................................................................... 156
DESCRIPTION OF THE COVER POOL COLLECTION AND RECOVERY PROCEDURES .................. 158
CREDIT STRUCTURE ..................................................................................................................................... 170
ACCOUNTS AND CASH FLOWS ................................................................................................................... 176
DESCRIPTION OF THE TRANSACTION DOCUMENTS ............................................................................. 179
SELECTED ASPECTS OF ITALIAN LAW ..................................................................................................... 200
TERMS AND CONDITIONS OF THE COVERED BONDS ........................................................................... 211
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ................................................. 252
FORM OF FINAL TERMS ................................................................................................................................ 273
TAXATION IN THE REPUBLIC OF ITALY .................................................................................................. 311
LUXEMBOURG TAXATION .......................................................................................................................... 319
SUBSCRIPTION AND SALE ........................................................................................................................... 320
GENERAL ......................................................................................................................................................... 324
GENERAL INFORMATION ............................................................................................................................. 325
GLOSSARY ....................................................................................................................................................... 331

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RESPONSIBILITY STATEMENTS
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 contains 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, 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 do not contain any omission likely to affect
the import of such information and data.
This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation.
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 set
out below of the Principal Paying Agent (as defined below) and on website of the Luxembourg Stock Exchange
(www.bourse.lu).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents incorporated by reference"). This Base Prospectus should be read and construed
on the basis that such documents are incorporated by reference in and form part of the Base Prospectus.
Capitalised terms used in this Base Prospectus shall have the meaning ascribed to them in the "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 the ease of reading this Base Prospectus, the "Glossary" below
indicates the page of this Base Prospectus on which each capitalised term is first defined.
Neither the Joint Arrangers nor the Dealers nor the Representative of the Covered Bondholders have
independently verified the information contained in this Base Prospectus. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint
Arrangers, the Dealers and the Representative of the Covered Bondholders (i) as to the accuracy or completeness
of the information contained or incorporated by reference in this Base Prospectus or any other information
provided by the Issuer, the Sellers and the Guarantor in connection with the Programme and (ii) for any acts or
omissions of the Issuer, the Sellers and the Guarantor or any other person in connection with the issue and offering
of the Covered Bonds. Neither the Joint Arrangers, the Dealers nor the Representative of the Covered Bondholders
accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus
or any other information provided by Issuer, the Sellers and the Guarantor in connection with the Programme.
The Issuer, and in respect of the information relating to themselves only, the Sellers and the Guarantor, having
made all reasonable enquiries, confirm that this Base Prospectus contains all information which, according to the
particular nature of the Issuer, the Sellers, the Guarantor and the Covered Bonds, is necessary to enable investors
to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects
of the Issuer, the Sellers, the Guarantor and of the rights attaching the Covered Bonds, that the information
contained herein is true, accurate and not misleading in all material respects, that the opinions and intentions
expressed in this Base Prospectus are honestly held and this Base Prospectus makes no omission which would
make this Base Prospectus or any of such information or the expression of any such opinions or intentions
misleading in any material respect. The Issuer, and in respect of the information relating to themselves only, the
Sellers and the Guarantor accept responsibility accordingly.
No person is or has been authorised by the Issuer or the Sellers or the Guarantor to give any information or to
make any representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or 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 Sellers, the Guarantor, the
Joint Arrangers, the Dealers or any party to the Transaction Documents (as defined in the Conditions).
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Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Covered Bonds (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered
as a recommendation by the Issuer, the Sellers, the Guarantor, the Joint Arrangers or the Dealers that any recipient
of this Base Prospectus or any other information supplied in connection with the Programme or any Covered
Bonds should purchase the Covered Bonds. Each investor contemplating purchasing any Covered Bonds should
make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and the Guarantor. Neither this Base Prospectus nor any other information supplied
in connection with the Programme or the issue of any Covered Bonds constitutes an offer or invitation by or on
behalf of the Issuer or the Sellers or the Guarantor or the Joint Arrangers, or the Dealers to any person to subscribe
for or to purchase any Covered Bonds.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of the Covered Bonds shall in any
circumstances imply that the information contained herein concerning the Issuer, the Sellers and the Guarantor is
correct at any time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the same. The
Joint Arrangers and the Dealers expressly do not undertake to review the financial condition or affairs of the
Issuer, the Sellers and the Guarantor during the life of the Programme or to advise any investor in the Covered
Bonds of any information coming to their attention.
This Base Prospectus is valid for 12 months following its date of approval and it and any supplement hereto as
well as any Final Terms filed within these 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 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.
The Issuer has undertaken with the Dealers to supplement this Base Prospectus or publish a new Base Prospectus
if and when the information herein should become materially inaccurate or incomplete and has further agreed with
the Dealers to furnish a supplement to the Base Prospectus in the event of any significant new factor, material
mistake or inaccuracy relating to the information included in this Base Prospectus which is capable of affecting
the assessment of the Covered Bonds and which arises or is noted between the time when this Base Prospectus
has been approved and the final closing of any Series or Tranche of Covered Bonds offered to the public or, as
the case may be, when trading of any Series or Tranche of Covered Bonds on a regulated market begins, whichever
occurs later, in respect of Covered Bonds issued on the basis of this Base Prospectus.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Covered Bonds
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. 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.
For a description of certain restrictions on offers, sales and deliveries of Covered Bonds and on the distribution
of the Base Prospectus or any Final Terms and other offering material relating to the Covered Bonds, see "Selling
Restrictions" of this Base Prospectus. In particular, the Covered Bonds have not been and will not be registered
under the United States Securities Act of 1933, as amended. 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 and the offer or sale of Covered Bonds in the European
Economic Area, including the United Kingdom, the Republic of Ireland, Germany, the Republic of Italy, and in
Japan. For a description of certain restrictions on offers and sales of Covered Bonds and on distribution of this
Base Prospectus, see "Subscription and Sale".
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, the
Sellers and the Guarantor.
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IMPORTANT EEA RETAIL INVESTORS If the Final Terms 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,
"MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered
Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
IMPORTANT - UK RETAIL INVESTORS If the Final Terms 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 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 domestic law by virtue of
the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act
2020) (the "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 domestic law by virtue of the EUWA. Consequently, no
key information document required by the PRIIPs Regulation as it forms part of 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 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 (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 Joint Arrangers 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 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 person
subsequently offering, selling or recommending the Covered Bonds (a "distributor") 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 set out in UK MiFIR Product Governance Rules, any Dealer subscribing for any Covered Bonds
is a manufacturer in respect of such Covered Bonds, but otherwise neither the Joint Arrangers nor the Dealers nor
any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance
Rules.
PRESENTATION OF INFORMATION
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In this Base Prospectus, references to "Euro" or "euro" or "Euro" 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; reference 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.

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SUPPLEMENT TO THE BASE PROSPECTUS
The Issuer has undertaken, in connection with the listing of the Covered Bonds on the Luxembourg Stock
Exchange, that if there shall occur any adverse change in the business or financial position of the Issuer or any
change in the information set out under "Terms and Conditions of the Covered Bonds", that is material in the
context of issuance of Covered Bonds under the Programme, the Issuer will prepare or procure the preparation of
a supplement to this Base Prospectus or, as the case may be, publish a new Base Prospectus, for use in connection
with any subsequent issue by the Issuer of Covered Bonds to be listed on the Luxembourg Stock Exchange.
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GENERAL DESCRIPTION OF THE PROGRAMME
The following section contains a general description of the Programme and, as such, 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 Series or 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 such condition
in "Terms and Conditions of the Covered Bonds" below.
1.
PARTIES

Issuer
Banca Carige S.p.A., a bank incorporated in Italy as a joint
stock company (società per azioni) whose registered office is
in Genoa, at Via Cassa di Risparmio, No. 15, Italy, registered
with the Companies' Register of Genoa under number
03285880104 and registered with the Bank of Italy pursuant to
Article 13 of legislative decree No. 385 of 1 September 1993
(as amended, the "Banking Law") under number 06175, and
which is the parent company of the Banca Carige Group (the
"Issuer" or "Banca Carige").
"Banca Carige Group" means jointly the banks and the other
companies belonging from time to time to the Banca Carige
banking group registered with the Bank of Italy pursuant to
Article 64 of the Banking Law

For a more detailed description of the Issuer, see section
"Description of Banca Carige and the Banca Carige Group".

Joint Arrangers
NatWest Markets N.V., a company incorporated under the laws
of The Netherlands, whose registered address is at Claude
Debussylaan 94, Amsterdam 1082 MD, The Netherlands
("NWM") and UBS Europe SE, a company registered with the
commercial register (Handelsregister) at the local court
(Amtsgericht) of Frankfurt am Main under HRB 107 046,
whose registered address is at Bockenheimer Landstraße 2-4,
60306 Frankfurt am Main, Germany ("UBS" and jointly with
NWM, the "Joint Arrangers").

Dealers
NWM and UBS and any other dealer appointed from time to
time in accordance with the Programme Agreement.

Guarantor
Carige Covered Bond S.r.l., a company incorporated in Italy on
3 October 2007 as a limited liability company (società a
responsabilità limitata) pursuant to Article 7-bis of law No. 130
of 30 April 1999, as amended from time to time (the "Law
130"), with a duration until 31 December 2050, whose
registered office is in Genoa, Via Cassa di Risparmio, No. 15,
Italy, registered with the Companies' Register of Genoa under
No. 05887770963 (the "Guarantor").

For a more detailed description of the Guarantor, see section
"Description of the Guarantor".

Sellers
BANCA CARIGE S.P.A. (also as successor of Cassa di
Risparmio di Savona S.p.A., Banca Carige Italia S.p.A. and
Cassa di Risparmio di Carrara S.p.A.). For a more detailed
description of Banca Carige, see section "Description of Banca
Carige and the Banca Carige Group".
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BANCA DEL MONTE DI LUCCA S.P.A., a bank organised
as a joint stock company under the laws of the Republic of Italy,
belonging to the Banca Carige Group registered with the Bank
of Italy pursuant to Article 64 of the Banking Law under
number 6175 and subject to the direction and coordination of
Banca Carige S.p.A., whose registered office is at Piazza S.
Martino 4, Lucca, Italy, registration number with the Lucca
Register of Enterprises and VAT number 01459540462,
registered with the Bank of Italy pursuant to Article 13 of the
Banking Law under number 6915 ("BML").

Additional Sellers
Any entity (each an "Additional Seller"), other than the
Sellers, which is part of the Banca Carige Group that will sell
Eligible Assets and/or Integration Assets to the Guarantor,
subject to satisfaction of certain conditions, and that, for such
purpose, shall, inter alia, accede to the Master Transfer
Agreement by signing an accession letter substantially in the
form attached to the Master Transfer Agreement and in
accordance with the provisions of the Cover Pool
Administration Agreement and the other Transaction
Documents.

Servicers
Banca Carige (also as successor of Cassa di Risparmio di
Savona S.p.A., Banca Carige Italia and Cassa di Risparmio di
Carrara S.p.A.) and BML will act as servicer (each a
"Servicer") in the context of the Programme and will be
responsible for the management and the collection of the
Receivables (as defined below) respectively transferred from
time to time by each of the Sellers to the Guarantor, pursuant to
the terms of the Servicing Agreement. For a more detailed
description of the Servicers, see section "Description of the
Sellers".

Master Servicer
Banca Carige (the "Master Servicer") will also act as master
servicer pursuant to the Servicing Agreement. For a more
detailed description of Banca Carige, see section "Description
of Banca Carige and the Banca Carige Group".

Additional Servicers
Any entity, other than the Servicers, which is part of the Banca
Carige Group that will act as such pursuant to the provisions of
the Servicing Agreement and that, for such purpose, shall, inter
alia, accede to the Servicing Agreement.

Successor Servicer
The party or parties (the "Successor Servicer") which will be
appointed in order to perform, inter alia, the servicing activities
performed by the relevant Servicer, and any successor or
replacing entity thereto following the occurrence of a Servicer
Termination Event (as defined below) (for a more detailed
description see "Description of the Transaction Documents 
Servicing Agreement").

Back-up Servicer Facilitator
Zenith Service S.p.A. a company organised as joint stock
and Back-up Servicer
company (società per azioni) under the laws of the Republic of
Italy, with registered office at Via Vittorio Betteloni 2, 20131
Milan, Italy, fully paid share capital of Euro 2.000.000, fiscal
code and enrolment with the companies register of Milan
Monza Brianza Lodi number 02200990980, enrolled in the
register of financial intermediaries ("Albo Unico") held by
Bank of Italy pursuant to articles 106 of the Banking Law,
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