Obligation Banco BPM S.p.A 2.375% ( XS1070681397 ) en EUR

Banco BPM S.p.A

100 % ▲

Italie

XS1070681397 ( en EUR )

2.375% par an ( paiement annuel )

21/01/2018 - Obligation échue

Prospectus brochure de l'obligation Banco BPM S.p.A XS1070681397 en EUR 2.375%, échue

L'Obligation émise par Banco BPM S.p.A ( Italie ) , en EUR, avec le code ISIN XS1070681397, paye un coupon de 2.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/01/2018

BASE PROSPECTUS DATED 18 JULY 2013

BANCO POPOLARE
GRUPPO BANCARIO
Banco Popolare Società Cooperativa
(incorporated as a cooperative company with limited liability in the Republic of Italy)
25,000,000,000 Euro Medium Term Note Programme
This Base Prospectus constitutes a base prospectus for the purpose of article 5.4 of Directive 2003/71/EC (and amendments thereto, including the Directive 2010/73/EU, to
the extent implemented in a Member State of the European Economic Area) (the "Prospectus Directive"). Any Notes (as defined below) issued under the Programme on
or after the date of this Base Prospectus are issued subject to the provisions described herein.
Under this 25,000,000,000 EMTN Programme (the "Programme"), Banco Popolare Società Cooperativa ("Banco Popolare" or the "Issuer") subject to compliance with
all relevant laws, rules, regulations and directives, may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant
Dealer (as defined below).
The Notes may be issued on a continuing basis to one or more of the Dealers named under "Subscription and Sale" and any additional Dealer appointed under the
Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). References in this
document to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to the lead manager of such issue
and, in relation to an issue of Notes subscribed by the Dealer, be to such Dealer.
No Notes may be issued under the Programme which have a minimum denomination of less than 100,000 (or equivalent in another currency). Application has been made
for Notes issued under the Programme to be listed on the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg
Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial
instruments. Notice of the aggregate principal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not
contained herein which are applicable to each Tranche (as defined on page 33) of Notes will be set forth in the final terms (the "Final Terms") which, with respect to Notes
to be listed on the Official List and admitted to trading on the regulated market of the Luxembourg Stock Exchange, will be filed with the Commission de Surveillance du
Secteur Financier (the "CSSF") and delivered to the Luxembourg Stock Exchange about the date of issue of the Notes of such Tranche.

The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer. The Issuer may
also issue unlisted Notes. Application has been made to the Commission de Surveillance du Secteur Financier, which is the Luxembourg competent authority for the
purposes of the Prospectus Directive and relevant implementing measures in Luxembourg, for approval of the Base Prospectus as a base prospectus issued in compliance
with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Notes under the
Programme during the period of 12 months after the date hereof. The CSSF gives no undertaking as to the economic or financial suitability of the transaction or the quality
and solvency of the Issuer in line with the provisions of article 7 (7) of the Loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, as amended (the
"Luxembourg Prospectus Law").

There are certain risks related to the issue of Notes under the Programme which investors should ensure they fully understand (see "Risk Factors" on page 3 of
this Base Prospectus).

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

This Base Prospectus may only be used for the purposes for which it has been published. Payments of interest, premium or other amounts relating to the Notes are subject
to a substitute tax (referred to as imposta sostitutiva) of 20 per cent. in certain circumstances. In order to obtain exemption at source from imposta sostitutiva in respect of
payments of interest, premium or other amounts relating to the Notes each Noteholder not resident in the Republic of Italy is required to comply with the deposit
requirements described in "Taxation" and to certify, prior to or concurrently with the delivery of the Notes, that such Noteholder is (i) resident in a country which
recognises the Italian tax authorities' right to an exchange of information pursuant to terms and conditions set forth in the relevant treaty (such countries are listed in the
Ministerial Decree of 4 September 1996, as amended, supplemented and replaced by a ministerial decree to be enacted according to provisions set forth by Article 168 bis
of the Italian Income Tax Code), and (ii) the beneficial owner of payments of interest, premium or other amounts relating to the Notes, all as more fully set out in "Taxation
Republic of Italy" on pages 154-165.

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

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

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

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

- ii -

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

- iii -

Manager) will undertake stabilisation action. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the final terms of the
offer of the relevant Tranche of Notes is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of
any Stabilising Manager(s)) in accordance with all applicable laws and rules.

- iv -

CONTENTS

Page
Responsibility Statement .................................................................................................. 1
Supplements to the Base Prospectus ................................................................................ 2
Risk Factors ...................................................................................................................... 3
Information Incorporated by Reference ......................................................................... 23
General Description of the Programme .......................................................................... 25
Terms and Conditions of the Notes ................................................................................ 33
Further Information Relating to Index Linked Notes ..................................................... 75
Form of Final Terms ....................................................................................................... 79
Overview of Provisions Relating to the Notes while in Global Form ............................ 94
Use of Proceeds ............................................................................................................ 100
Business Description of Banco Popolare Societa' Cooperativa ................................... 101
Taxation ........................................................................................................................ 154
Subscription and Sale ................................................................................................... 166
General Information ..................................................................................................... 171

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

- 1 -

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

- 2 -

RISK FACTORS
Prospective investors should read the entire Base Prospectus.
The Issuer believes that the following factors may affect its ability to fulfil its obligations
under Notes issued under the Programme. These factors are contingencies that may or may
not occur and the Issuer is not in a position to express a view on the likelihood of any such
contingency occurring. Factors which could be material for the purpose of assessing the
market risks associated with Notes issued under the Programme are described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in Notes issued under the Programme, but the inability of the Issuer to pay interest,
principal or other amounts on or in connection with any Notes may occur for other reasons
which may not be considered significant risks by the Issuer based on information currently
available to it or which it may not currently be able to anticipate.
The risks described below are not the only risks the Issuer faces. Additional risks and
uncertainties not presently known to the Issuer or that it currently believes to be immaterial
could also have a material impact on its business operations. Prospective investors should
also read the detailed information set out elsewhere in this Base Prospectus and reach their
own views prior to making any investment decision.
Words and expressions defined in the "Terms and Conditions of the Notes" below or
elsewhere in this Base Prospectus have the same meanings in this section, unless otherwise
stated. Prospective investors should consider, among other things, the following:
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued
under the Programme
Risk Factors in relation to the Issuer
Liquidity risks and risks associated with the European sovereign debt crisis
The Banco Popolare Group's businesses are subject to risks concerning liquidity which are
inherent in its banking operations and could affect the Banco Popolare Group's ability to meet
its financial obligations as they fall due or to fulfil commitments to lend. In order to ensure
that the Banco Popolare Group continues to meet its funding obligations and to maintain or
grow its business generally, it relies on customer savings and transmission balances, as well
as ongoing access to the wholesale lending markets. The ability of the Banco Popolare Group
to access wholesale and retail funding sources on favourable economic terms is dependent on
a variety of factors, including a number of factors outside of its control, such as liquidity
constraints, general market conditions and confidence in the Italian banking system.
The current dislocation in the global and Italian capital markets and credit conditions has led
to the most severe examination of the banking system's capacity to absorb sudden significant
changes in the funding and liquidity environment in recent history, and has had an impact on
the wider economy. Individual institutions have faced varying degrees of stress. Should the
Banco Popolare Group be unable to continue to source a sustainable funding profile which
can absorb these sudden shocks, the Banco Popolare Group's ability to find its financial
obligations at a competitive cost, or at all, could be adversely affected.
The global financial system still has to overcome some of the difficulties which began in
August 2007 and which were intensified by the bankruptcy of Lehman Brothers in September

- 3 -

2008. Financial market conditions have remained challenging and, in certain respects, have
deteriorated. In addition, the continued concern about sovereign credit risks in the Euro-zone
and Italy in particular has progressively intensified, and International Monetary Fund and
European Union financial support packages have been agreed for Greece, Cyprus, Ireland and
Portugal.
Credit quality has generally declined, as reflected by the downgrades suffered by several
countries in the Euro-zone, including Italy, since the start of the sovereign debt crisis. The
large sovereign debts and/or fiscal deficits in certain European countries, including Italy,
have raised concerns regarding the financial condition of Euro-zone financial institutions and
their exposure to such countries.
There can be no assurance that the European Union and International Monetary Fund
initiatives aimed at stabilising the market in Greece, Ireland, Portugal, and Cyprus will be
sufficient to avert "contagion" to other countries (in Europe, specifically Spain and Italy).
The Issuer's financial performance is affected by "systemic risk"
In recent years, the global credit environment has been adversely affected by significant
instances of default, and there can be no certainty that further such instances will not occur.
Concerns about, or a default by, one institution could lead to significant liquidity problems,
losses or defaults by other institutions because the commercial soundness of many financial
institutions may be closely related as a result of credit, trading, clearing or other relationships
between institutions. This risk is sometimes referred to as "systemic risk" and may adversely
affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities
firms and exchanges with which the Issuer interacts on a daily basis and therefore could
adversely affect the Issuer.
Rising market tensions might affect negatively the funding costs and economic outlook of
some euro member countries, like in the case of the four bailed out countries (Greece,
Ireland, Portugal and Cyprus). This, together with the risk that some countries (even if not
especially significant in terms of GDP) might leave the euro area, would have a material and
negative impact on the Banco Popolare Group and/or on the Banco Popolare Group's clients,
with negative implications for the Banco Popolare Group's business, results and the financial
position.
Lingering market tensions might affect negatively the global economy and hamper the
recovery of the Euro area. Moreover, the tightening fiscal policy by some countries might
weigh on households disposable income and on corporate profits with negative implications
for the Banco Popolare Group's business, results and financial position. This trend will likely
continue in the coming quarters. For more information about the Group's exposure to the
Italian government securities please see the paragraph "Exposure to Sovereign Risk" in the
"Business Description" below.
Any further deterioration of the Italian economy would have a material adverse effect on the
Banco Popolare Group's business, in light of the Banco Popolare Group's significant
exposure to the Italian economy.
The European Central Bank's unconventional policy (including a security market programme
and provision of liquidity via longer term refinancing operations with full allotment) has
contributed to ease tensions, limiting the refinancing risk for the banking system and leading
to a tightening of credit spreads. The possibility that the European Central Bank could halt or

- 4 -

reconsider the current set up of unconventional measures would impact negatively the value
of sovereign debt instruments. This would have a materially negative impact on the Banco
Popolare Group's business, results and financial position. Despite the several initiatives of
supranational organisations to deal with the heightened sovereign debt crisis in the Euro area,
global markets remain characterised by high uncertainty and volatility. Any further
acceleration of the European sovereign debt crisis would likely significantly affect, among
other things, the recoverability and quality of the sovereign debt securities held by the Banco
Popolare Group as well as the financial resources of the Banco Popolare Group's clients
holding similar securities. The occurrence of any of the above events could have a material
adverse effect on the Banco Popolare Group's business, results and financial condition.
The Issuer's financial performance is affected by borrower credit quality and general
economic conditions, in particular in Italy and Europe
The results of the Issuer may be affected by global economic and financial conditions. During
recessionary periods, there may be less demand for loan products and a greater number of the
Issuer's customers may default on their loans or their obligations. Interest rates rises may also
have an impact on the demand for mortgages and other loan products. Fluctuations in interest
rates in Italy and in the Euro-zone and in the other markets in which the Issuer operates may
influence its performance.
The Issuer monitors credit quality and manages the specific risk of each counterparty and the
overall risk of the respective loan portfolios, and the Issuer will continue to do so, but there
can be no assurance that such monitoring and risk management will suffice to keep the
Issuer's exposure to credit risk at acceptable levels. Any deterioration of the creditworthiness
of significant individual customers or counterparties, or of the performance of loans and other
receivables, as well as wrong assessments of creditworthiness or country risks may have a
material adverse effect on the Issuer's business, financial condition and results of operations.
These risks are exacerbated by concerns over the recent crisis involving certain Euro-zone
countries (i.e. Greece, Portugal, Ireland and Cyprus) and the levels of the public debt of other
certain Euro-zone countries and their relative weaknesses. In particular, in the last years,
Greece, Ireland, Portugal and Cyprus have requested financial aid from European authorities
and from the International Monetary Fund and have started an ambitious programme of
reforms. In March 2012, Greece has restructured its debt after inserting retroactively the so-
called "Collective Action Clauses". The decision represented a credit event and has triggered
credit default swaps. While the risk that debt restructuring may also be required in other
countries has significantly diminished after the European Central Bank's has launched the
"Outright Monetary Transactions" policy, it has not completely faded.
Governmental and central banks' actions intended to support liquidity may be insufficient
or discontinued
In response to the financial markets crisis, the reduced liquidity available to market operators
in the industry, the increase of risk premiums and the capital requirements demanded by
investors, intervention with respect to the level of capitalisation of banking institutions has
had to be further increased. In many countries, this has been achieved through support
measures for the financial system and direct intervention by governments in the share capital
of the banks in different forms. In order to technically permit such government support,
financial institutions were required to pledge securities deemed appropriate by different
central financial institutions as collateral.

- 5 -