Obligation Intesa San Paolo 0% ( XS1339033059 ) en EUR

Intesa San Paolo

100 % ▲

Italie

XS1339033059 ( en EUR )

23/12/2017 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo XS1339033059 en EUR 0%, échue

100 000 EUR

300 000 000 EUR

Intesa Sanpaolo est l'un des principaux groupes bancaires d'Italie, proposant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Intesa San Paolo ( Italie ) , en EUR, avec le code ISIN XS1339033059, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/12/2017

BANCA POPOLARE DI VICENZA S.c.p.a.
(incorporated as a joint stock cooperative company in the Republic of Italy)
7,000,000,000 EMTN Programme
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the
Luxembourg Act relating to prospectuses for securities (Loi relative aux Prospectus pour valeurs mobilières) to approve this document as a base
prospectus (the "Base Prospectus") for the purposes of the Directive 2003/71/EC (as amended to the extent that such amendments have been
implemented in the relevant Member State of the European Economic Area (the "EEA")) (the "Prospectus Directive"). Application has been made for
notes (the "Notes") issued under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus to be traded on the
regulated market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. This Base Prospectus shall
be valid for a period of twelve months from the date hereof. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes
of the Markets in Financial Instruments Directive (Directive 2004/39/EC). This Base Prospectus constitutes a base prospectus for the purposes of the
Prospectus Directive and the relevant implementing measures in the Grand Duchy of Luxembourg. The Programme also permits Notes to be issued on
the basis that they will be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchange and/or quotation systems
as may be agreed with the Issuer. By approving this Base Prospectus, the CSSF gives no undertaking as to the economic or financial soundness of the
transaction or the quality or solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Prospectus Law.
This Base Prospectus will be available for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu).
No Notes may be issued under the Programme which have a minimum denomination of less than 100,000 (or equivalent in another currency). Subject
thereto, Notes will be issued in such denominations as may be specified in the relevant Final Terms, subject to compliance with all applicable legal and/or
regulatory requirements.
Tranches of Notes may be rated or unrated. A 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. Whether or not each credit rating applied for in relation to relevant Series of Notes will be
issued by a credit rating agency established in the EEA and registered under Regulation (EU) No. 1060/2009 (as amended) (the "CRA Regulation") will
be disclosed in the Final Terms. 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 EEA and registered under the CRA Regulation (or is endorsed and published or distributed by
subscription by such a credit rating agency in accordance with the CRA Regulation) unless the rating is provided by a credit rating agency operating in
the EEA before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not
refused.
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purpose of giving information
with regard to the Issuer and its Subsidiaries (as defined in the Terms and Conditions of the Notes) taken as a whole (the "Group") and the Notes, which,
according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the liabilities, financial
position, profit and losses and prospects of the Issuer.
See "Risk Factors" below for a discussion of certain factors to be considered in connection with any investment in the Notes.
Arranger
Barclays
Dealers
Banca IMI
Banca Popolare di Vicenza
Barclays
BNP PARIBAS
Citigroup
COMMERZBANK
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Mediobanca
Natixis
Nomura
UniCredit Bank

This Base Prospectus is dated 18 September 2015 and will be valid
for twelve months as of the date hereof.

A19733161/9.1

IMPORTANT NOTICES
Any Notes issued under the Programme on or after the date of this Base Prospectus are subject to the
provisions described herein, but this Base Prospectus does not affect the terms of any Notes issued prior to the
date hereof.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") to be read in conjunction with a document specific to such
Tranche called final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (the
"Drawdown Prospectus"). In the case of a Tranche of Notes which is the subject of a Drawdown
Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant
Final Terms shall be read and construed as a reference to such information being specified or identified in the
relevant Drawdown Prospectus unless the context required otherwise. This Base Prospectus must be read and
construed together with any supplements hereto and with any other documents incorporated by reference
herein and, in relation to any Tranche (as defined herein) of Notes which is the subject of Final Terms (as
defined herein), must be read and construed together with the relevant Final Terms.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base Prospectus
(including, for this purpose, each relevant Final Terms) contains all information regarding the Issuer and its
Subsidiaries (as defined under the Terms and Conditions of the Notes) (the "Group") and the Notes which is
(in the context of the Programme and the issue, offering and sale of the Notes thereunder) material; that such
information is true and accurate in all material respects and is not misleading in any material respect; that any
opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any
material respect; that this Base Prospectus does not omit to state any material fact necessary to make such
information, opinions, predictions or intentions (in such context) not misleading in any material respect; and
that all proper enquiries have been made to ascertain and to verify the foregoing.
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 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 any of the Dealers or any of their respective affiliates,
and none of 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 hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the condition (financial or otherwise) of the Group since the date hereof or, if later, 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 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 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. For a description of certain restrictions on offers, sales and deliveries of Notes and on the
A19733161/9.1
2

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) (the "Securities Act") and include Notes in bearer form that 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.
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 any of the Dealers
that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. The
content of this document should not be construed as providing legal, business, accounting or tax advice and
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 to have consulted its own legal,
business, accounting and tax advisers.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will
not exceed 7,000,000,000 (and for this purpose, any Notes denominated in another currency shall be
translated into Euros at the date of the agreement to issue such Notes (calculated in accordance with the
provisions of the Dealer Agreement)). 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 Dealer Agreement as defined under "Subscription and Sale".
Notes issued pursuant to the Programme may be rated or unrated. Where an issue of Notes is rated, its rating
will be specified in the Final Terms. A 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. Whether or not
each credit rating applied for in relation to the relevant Series of Notes will be issued by a credit rating agency
established in the EEA and registered under Regulation (EU) No 1060/2009 (as amended) (the "CRA
Regulation") will be disclosed in the Final Terms. 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 EEA and registered under the CRA Regulation (or is endorsed and published or distributed by subscription
by such a credit rating agency in accordance with the CRA Regulation) unless the rating is provided by a
credit rating agency operating in the EEA before 7 June 2010 which has submitted an application for
registration in accordance with the CRA Regulation and such registration is not refused.
As more fully described herein, the Notes may be issued (i) on an unsubordinated basis ("Senior Notes") or
(ii) on a subordinated basis ("Subordinated Notes").
Payments of interest, premium or other income relating to the Notes are subject to a tax withheld at source
(referred to as imposta sostitutiva) of 26 per cent. with reference to any interest, premium or other income
accrued as of 1 July 2014. 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 non Italian resident Noteholder is
required to comply with the deposit requirements described in "Taxation" and to issue an affidavit
(autocertificazione), prior to or concurrently with the delivery of the Notes that such Noteholder is (i)
resident, for tax purposes, in a country which allow an adequate exchange of information, and (ii) the
beneficial owner of payments of interest, principal or other amounts relating to the Notes, all as more fully set
out in "Taxation" starting on page 169. The Issuer will not be liable to pay any additional amounts to
Noteholders in relation to any such deduction.
This Base Prospectus has not been registered pursuant to Italian securities legislation and may not be used in a
solicitation to the public in the Republic of Italy.
A19733161/9.1
3

In this Base Prospectus, unless otherwise specified or the context otherwise requires, all references to
"Member States" are references to Member States of the European Economic Area, references to "",
"EUR" and "Euro" 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 "GBP", "£" and "Pounds Sterling" are to the
lawful currency of the United Kingdom. In this Base Prospectus all references to "Italy" are to the Republic
of Italy.
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)) (the "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 any Stabilising
Manager(s)) 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 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 shall be conducted by the relevant Stabilising Manager(s) (or persons
acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
Banca Popolare di Vicenza Società Cooperativa per Azioni (the "Issuer" or "BPV") 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 and belief, in accordance with the facts and contains no omission likely to affect its import.
To the extent that information and data contained in this Base Prospectus is derived from publicly available
information as indicated in this Base Prospectus, the Issuer accepts responsibility that such publicly available
information has been accurately reproduced and, as far as the Issuer is aware and is able to ascertain, no facts
have been omitted which would render such information inaccurate or misleading.
This Base Prospectus contains hyperlinks. For the avoidance of doubt, the content of each such hyperlink
does not form part of this Base Prospectus.

A19733161/9.1
4

TABLE OF CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................................... 2
RISK FACTORS ................................................................................................................................................ 6
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................29
SUPPLEMENTS TO THE BASE PROSPECTUS ...........................................................................................31
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................32
FORM OF THE NOTES ...................................................................................................................................40
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................43
FURTHER INFORMATION RELATING TO INDEX-LINKED INTEREST NOTES, INDEX-LINKED
REDEMPTION NOTES AND YEAR-ON-YEAR INDEX-LINKED INTEREST NOTES ....................88
FORM OF FINAL TERMS ...............................................................................................................................93
OVERVIEW OF THE PROVISIONS RELATING TO THE NOTES WHILST IN GLOBAL FORM .......... 113
BUSINESS DESCRIPTION OF BANCA POPOLARE DI VICENZA ......................................................... 117
SELECTED CONSOLIDATED FINANCIAL INFORMATION ...................................................................163
CONSOLIDATED FINANCIAL INFORMATION ........................................................................................168
CAPITALISATION AND INDEBTEDNESS .................................................................................................172
TAXATION .....................................................................................................................................................173
SUBSCRIPTION AND SALE ........................................................................................................................187
GENERAL INFORMATION ..........................................................................................................................191

A19733161/9.1
5

RISK FACTORS
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 the Issuer
believes could be material for the purpose of assessing the market risks associated with Notes issued under
the Programme are described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts
on or in connection with any Notes may occur for other reasons and the Issuer does not represent that the
statements below regarding the risks of holding any Notes are exhaustive. 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.
Before making an investment decision with respect to the Notes, prospective investors should consult their
own stockbroker, bank manager, lawyer, accountant or other financial, legal and tax advisers and carefully
review the risks entailed by an investment in the Notes and consider such an investment decision in the light
of the prospective investor's personal circumstances.
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.
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under
the Programme
Risks associated with recent inspections conducted by supervisory authorities
With a letter dated 16 February 2015, the European Central Bank (the "ECB") informed the Issuer that it had
started an inspection to assess the "Risk Management - Market Risk (Proprietary Trading and Governance
Management)". The ECB completed this assessment on 1 July 2015.
On 11 March 2015 the ECB informed the Issuer about the start of another inspection to assess the "thematic
risk governance" and the "risk appetite framework", under Articles 10 and 11 of the Single Supervisory
Mechanism Regulation and Article 142 of the Single Supervisory Mechanism Framework Regulation. The
ECB started this assessment on 13 April 2015 and completed it by 17 April 2015.
Furthermore, CONSOB (the Italian securities market authority) started an investigation under the combined
provisions of Article 10, paragraph 1, Article 115, paragraph 1, letter c) and Article 116, paragraph 1, of
Legislative Decree No. 58/1998 (T.U.F.), to assess and evaluate, among other things, the controls provided by
the Issuer to manage risks related to the: (i) possible conflicts of interests in trading on treasury shares; (ii)
value adjustment of the Issuer's shares, resolved annually by the Issuer's board of directors; (iii) assessment
of the adequacy of its customers' investments; and (iv) purchase of Issuer's shares by its customers.
During the inspections, the board of directors of the Issuer decided to replace its top management team,
appointing first, on May 2015, Mr Francesco Iorio as Chief Executive Officer and General Manager of the
Bank and a significant renewal of the top management team started. The renewal process is still on-going and
further new managers are expected to be hired in the short term. See "Business Description of Banca
Popolare di Vicenza Recent Developments".
The inspections were carried out with assistance from the Issuer (particularly from its Internal Audit
department), which provided all information and documentation requested by supervisory authorities.
A19733161/9.1
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The Issuer is yet to be informed of the final outcomes of these inspections but has received preliminary
feedback from the ECB with respect to the inspection concerning the "Risk Management - Market Risk
(Proprietary Trading and Governance Management)".
More precisely, the preliminary feedback received by the ECB concerning the "Risk Management - Market
Risk (Proprietary Trading and Governance Management)" revealed certain anomalies regarding: (i)
"financing of treasury shares Governance and internal controls", including, among other things, certain
purchases/subscriptions of the Issuer's shares linked to ad hoc financing transaction and other anomalies
related to the management of the relationships with shareholders and (ii) "trading on treasury shares: primary
market MiFID compliance", both with regard to the Issuer's capital increases that occurred in 2013 and 2014
and trading on the secondary market between January 2014 and February 2015.
The new management, mostly as a consequence of the ECB inspection findings (see "Business Description of
Banca Popolare di Vicenza Inspections conducted by supervisory authorities" and "Business Description of
Banca Popolare di Vicenza - ECB Comprehensive Assessment"), appointed a working group comprised of the
Issuer's management and primary legal, financial, accounting and tax advisors (the "Working Group"),
launched a strong balance sheet review and a turnaround programme aimed at transforming BPV into a Joint
Stock Company, pursuant to Decree-Law No. 3 of 2015 converted into law No. 33 of March 24, 2015, listing
BPV shares on the Italian Stock Exchange and implementing a capital strengthening programme. See
"Business Description of Banca Popolare di Vicenza Recent Developments" .
The Working Group analysis (the "WG Analysis") was the basis for the Issuer's draft consolidated financial
statements as at 30 June 2015.
Based on the WG Analysis, the amount of loans disbursed by the Issuer linked with the purchase/ subscription
of its shares amounts to Eur 974.9 million. In such respect, the audited consolidated financial statements as at
30 June 2015 include a restricted reserve, in accordance with Article 2358, Paragraph 6, of the Italian Civil
Code for an amount equal to the capital subject to the loan transactions, after deducting value adjustments for
creditworthiness (Eur 23.5 million) and specific provisions for risks and charges (Eur 339.7 million), which
was recorded for reasons of prudence in light of the risks associated with specific positions. The amount of
the aforementioned restricted reserve is therefore Euro 611.6 million.
Furthermore, the WG Analysis revealed other risk profiles relating to certain specific positions, in an amount
currently calculated as Euro 26.5 million, against which a Euro 15.9 million provision for risks and charges
was recognised for reasons of prudence.
The foregoing also impacts, for the entire amount of capital involved in the cited phenomena, the Issuer's own
funds at 30 June 2015 which, in line with the ECB's instructions, were subject to a "prudential filter"
amounting to Euro 622.2 million, taking into consideration write-downs and provisions.
The findings emerged from the ECB's inspections and the WG Analysis will have also a negative impact on
the value of the ordinary shares of the Issuer, which, on 11 April 2015, following the Comprehensive
Assessment carried out by the ECB, the Shareholders' Meeting of BPV reduced to EUR 48 per share from
EUR 62.5 set in 2014.
With respect to the anomalies concerning "trading on treasury shares: primary market MiFID compliance"
no specific provisions were recorded in the Issuer's audited consolidated financial statements as at 30 June
2015, in accordance with International Accounting Standard 37.
A19733161/9.1
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As a result of such inspections, and generally at any time, CONSOB, as Italian securities market authority,
and the ECB, as prudential supervisory authority, each have the power to impose sanctions on the Issuer.
Furthermore, the ECB's inspections and the WG Analysis revealed a risk of disputes with clients and/or
shareholders that could generate liabilities for the Issuer. If any such disputes materialise, and it is alleged or
judicially determined that the Issuer historically either (i) failed to carry out its share capital increases and/or
trading on the secondary market in an appropriate manner, by way of breach of the MiFID regulation or
otherwise, and/or (ii) determined inappropriate values of the ordinary shares of the Issuer, this may result in
the Issuer reaching out of court settlements or being required to pay damages.
The imposing of sanctions by either CONSOB or the ECB and/or damages to be paid by the Issuer to clients
and/or shareholders resulting from such disputes could have a negative impact on the reputation of the Issuer
and/or adversely affect its results of operations, business and financial position.
Furthermore the Issuer cannot exclude that ECB requires it to further hold own funds in excess of the capital
requirements laid down in CRR and/or strengthen its Recapitalisation Plan (see "Bank capital adequacy risks
(CRD IV)" below), procedure, framework aimed to monitoring risks. The exercise of these powers by the
ECB could adversely affect the Group's results of operations, business and financial position.
Lastly, the WG Analysis which formed the basis for the Issuer's draft consolidated financial statements as at
30 June 2015, and on which the provisions for such financial statements were made, were based on the best
available information at the time the WG Analysis was carried out. However, more in depth and refined
analysis are still ongoing and the Issuer cannot exclude that the outcome of the ECB and CONSOB
inspections may be different from those anticipated by the WG Analysis and/or further information coming to
light in the future and, as a result, may require further provisions for losses in the Issuer's future financial
statements. Such results could, therefore, have a negative impact on the reputation of the Issuer and/or
adversely affect its results of operations, business and financial position and also impact the Issuer's capital
ratios.
Bank capital adequacy risks (CRD IV)
In the wake of the global financial crisis that began in 2008, the Basel Committee approved, in the fourth
quarter of 2010, revised global regulatory standards (the "Basel III") on bank capital adequacy and liquidity,
higher and better-quality capital, better risk coverage, measures to promote the build-up of capital that can be
drawn down in periods of stress and the introduction of a leverage ratio as a backstop to the risk-based
requirement as well as two global liquidity standards which were subsequently revised in 2013 in light of
concerns raised by the banking industry. The Basel III framework adopts a gradual approach, with the
requirements to be implemented over time, with full enforcement in 2019.
The Basel III framework has been implemented in the EU through new banking regulations adopted on 26
June 2013: Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to
the activity of credit institutions and the prudential supervision of credit institutions and investment firms (the
"CRD IV Directive") and Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26
June 2013 on prudential requirements for credit institutions and investment firms (the "CRR" and together
with the CRD IV Directive, the "CRD IV Package"). Full implementation began on 1 January 2014, with
particular elements being phased in over a period of time (the requirements will largely be fully effective by
2019 and some minor transitional provisions provide for the phase-in until 2024). Additionally, it is possible
A19733161/9.1
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that Member States may introduce certain provisions at an earlier date than that set out in the CRD IV
Package.
The Bank of Italy published new supervisory regulations on banks in December 2013 (Circular No. 285,
dated 17 December 2013, the "Prudential Regulations for Banks"), which came into force on 1 January
2014, implementing the CRD IV Package and setting out additional local prudential rules concerning matters
not harmonised at an EU level. As of 1 January 2014, Italian banks were required to comply with a minimum
Common Equity Tier 1 ("CET1") capital ratio of 4.5%, Tier 1 Capital ratio of 5.50% and Total Capital Ratio
of 8%. These minimum ratios are complemented by the following capital buffers, to be met with CET1
capital:

Capital conservation buffer: is set at 2.5.% of risk weighted assets and applies from 1 January 2014
(pursuant to Part I, Title II, Chapter I, Section II of Prudential Regulations for Banks);

Countercyclical capital buffer: is set by the relevant competent authority between 0% - 2.5% (but
may be set higher than 2.5% where the competent authority considers that the conditions in the
member state justify this), with gradual introduction from 1 January 2016, and applying temporarily
in the periods when the relevant national authorities judge the credit growth excessive (pursuant to
Article 130 of the CRD IV Directive).
In addition to the above listed capital buffers, under Article 133 of the CRD IV Directive each Member State
may introduce a Systemic Risk Buffer of Common Equity Tier 1 Capital for the financial sector or one or
more subsets of the sector, in order to prevent and mitigate long term non-cyclical systemic or macro-
prudential risks with the potential of serious negative consequences to the financial system and the real
economy in a specific Member State. Until 2015, in case of buffer rates of more than 3%, Member States will
need prior approval from the Commission, which will take into account the assessments of the European
Systemic Risk Board ("ESRB") and the European Banking Authority (the "EBA"). From 2015 onwards and
for buffer rates between 3 and 5 % the Member States setting the buffer will have to notify the Commission,
the EBA, and the ESRB. The Commission will provide an opinion on the measure decided and if this opinion
is negative, the Member States will have to "comply or explain". Buffer rates above 5% will need to be
authorized by the Commission through an implementing act, taking into account the opinions provided by the
ESRB and by the EBA.
Failure to comply with such combined buffer requirements triggers restrictions on distributions and the need
for the bank to adopt a capital conservation plan on necessary remedial actions (Articles 141 and 142 of the
CRD IV Directive).
For the 2015 financial year, the Supervisory Authority requests the Group a minimum CET1 ratio target of
10.3% and Total Capital ratio target of 11%. For further information, see "Business Description of Banca
Popolare di Vicenza Own funds and capital adequacy ratios".
On 28 August 2015 the board of directors of the Issuer approved the half-year financial statements of the
Group as of 30 June 2015 showing, inter alia, an interim loss equal to approximately Euro 1,053 million and
the following regulatory capital ratios:
CET1 Ratio and Tier 1 Ratio: 6.81% (where the target imposed by the ECB is equal to 10.3%)
Total Capital Ratio: 7.63% (where the minimum requirement provided for by the CRR is 8%)
The capital shortfall in terms of CET1 and Total Capital Ratios detailed above has been mainly caused by (i)
the interim loss registered by the Issuer in the first semester of 2015 for an amount equal to approximately
A19733161/9.1
9

Euro 1,053 million (loss which mainly derives from non-recurring elements) and (ii) the prudential filter for
an amount of Euro 622.2 million which the Issuer has applied to neutralise from a regulatory perspective the
effects of the financing facilities which the Issuer granted to certain investors to subscribe for and/or purchase
Issuer's shares.
As a result of the loss and shortfall detailed above, on 28 August 2015 the board of directors of the Issuer
resolved upon, inter alia, a recapitalisation plan consisting of (A) a share capital increase of the Bank for an
amount up to approximately Euro 1.5 billion (the "Share Capital Increase") to be carried out, subject to
approvals by the relevant competent authorities and the Extraordinary General Meeting of the Issuer, by
spring 2016 to strengthen the CET1 of the Bank and reach the target imposed by the ECB, and (B) the
issuance of euro denominated subordinated notes that qualify as Tier II Capital under the CRR (the "Tier 2
Notes" and, together with the Share Capital Increase, the "Recapitalisation Plan") having a total principal
amount up to Euro 200,000,000 aimed at promptly restoring the Total Capital of the Bank to above the
minimum requirements provided for by the CRR. See "Business Description of Banca Popolare di Vicenza 
Recent Developments".
Any update on the implementation of the Recapitalisation Plan will be given by the Issuer, in accordance with
applicable law and regulation, through publication of specific press releases which will be made available on
the Issuer's website.
The Issuer is aiming to submit the Recapitalisation Plan to the ECB during the month of September.
In light of the situation detailed above, investors should consider that if the Recapitalisation Plan is not
acceptable to the ECB or if the Issuer fails to successfully complete the Recapitalisation Plan within the terms
indicated above or comply with any further requirements the ECB may impose on the Issuer from time to
time, the Issuer may be subject to extraordinary actions and/or measures by the competent authorities, which
may include, among others, the extraordinary administration (amministrazione straordinaria) provided for by
Legislative Decree No. 385 of 1 September 1993, the so called "Testo Unico Bancario" in force at the date of
this Prospectus or the application to the Issuer of the resolution tools provided for by Directive 2014/59/EU)
(the "Bank Recovery and Resolution Directive" or "BRRD"), as described in the following paragraph
headed "Implementation of the bank recovery and resolution directive (BRRD) or taking of any action under
it".

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