Bond BPER Bancaria 0% ( XS0247784100 ) in EUR

Issuer BPER Bancaria
Market price 100 %  ▲ 
Country  Italy
ISIN code  XS0247784100 ( in EUR )
Interest rate 0%
Maturity 23/03/2016 - Bond has expired



Prospectus brochure of the bond BPER Banca XS0247784100 in EUR 0%, expired


Minimal amount 50 000 EUR
Total amount 400 000 000 EUR
Detailed description BPER Banca is a major Italian banking group offering a wide range of financial services to individuals and businesses, including retail banking, corporate banking, wealth management, and insurance.

The Bond issued by BPER Bancaria ( Italy ) , in EUR, with the ISIN code XS0247784100, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 23/03/2016








BASE PROSPECTUS

BPER Banca S.p.A.
(incorporated as a joint stock company (società per azioni) in the Republic of Italy)
6,000,000,000
Euro Medium Term Note Programme
This base prospectus (the "Base Prospectus") constitutes a base prospectus for the purposes of Article 8(1) of Regulation (EU)
2017/1129 (the "Prospectus Regulation"). Under this 6,000,000,000 Euro Medium Term Note Programme (the
"Programme"), BPER Banca S.p.A. (the "Bank" or the "Issuer" or "BPER") may from time to time issue notes governed by
Italian law (i) in global form (the "Notes in Global Form") and (ii) notes in dematerialised form (the "Dematerialised Notes"
and, together with the Notes in Global Form, the "Notes"), denominated in such currencies as may be from time to time agreed
between the Issuer and the relevant Dealer(s) (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
6,000,000,000 (or its equivalent in other currencies), subject to increase as described herein. In the event of such increase, a
supplement to this Base Prospectus will be prepared by the Issuer, which shall be approved by the CSSF (as defined below) in
accordance with Article 23 of the Prospectus Regulation. The Notes may be issued on a continuing basis to one or more of the
Dealers specified under "Key Features of the Programme Relating to the Notes" below and any additional Dealer appointed
under the Programme from time to time by the Issuer (each a "Dealer" and, together, the "Dealers"), which appointment may
be for a specific issue or on an ongoing basis.
The Notes issued under the Programme may qualify as senior preferred notes (the "Senior Preferred Notes"), senior non-
preferred notes (the "Senior Non-Preferred Notes" and together with the Senior Preferred Notes, the "Senior Notes"), and
subordinated notes (the "Subordinated Notes"), subject in each case to compliance with all relevant laws, regulations and
directives. No Notes may be issued under the Programme which have a minimum denomination of less than Euro 100,000 (or
equivalent in another currency) and, in the case of Senior Non-Preferred Notes, of at least 150,000 (or where the Senior Non-
Preferred Notes are denominated in a currency other than euro, the equivalent amount in such other currency) or such other
minimum denomination provided by applicable law from time to time, and in the case of Subordinated Notes of at least
200,000 (or, where the Subordinated Notes are denominated in a currency other than euro, the equivalent amount in such
other currency) or such other minimum denomination provided by applicable law from time to time.
An investment in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the
ability of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
The Base Prospectus has been approved as a base prospectus by the Luxembourg Commission de Surveillance du Secteur
Financier (the "CSSF"), as competent authority under the Prospectus Regulation. 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 of the quality of the Notes.
Investors should make their own assessment as to the suitability of investing in the Notes.
By approving the Base Prospectus, the CSSF gives no undertaking as to the economic or financial soundness of the transaction
or the quality and solvency of the Issuer in line with the provisions of Article 6(4) of the loi du 16 juillet 2019 relative aux
prospectus pour valeurs mobilières dated 16 July 2019 (the "Luxembourg Prospectus Law"). This Base Prospectus is valid
for admission to trading of Notes on a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II")
for a period of twelve months from the date of approval ending on 5 December 2024, provided that it is completed by any
supplement, pursuant to Article 23 of the Prospectus Regulation, following the occurrence of a significant new factor, a
material mistake or a material inaccuracy relating to the information included (including incorporated by reference) in this
Base Prospectus which may affect the assessment of the Notes. For the avoidance of doubt, the Issuer shall have no obligation
to supplement this Base Prospectus after the end of its 12-month validity period. Application has also been made to the
Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the regulated market of the
Luxembourg Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Base
Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the
regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) and have been "listed" on the Official List of
the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes
of MiFID II.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and
certain other information which is applicable to each Tranche (as defined herein) of Notes will be set out in the Final Terms
(as define below) which, with respect to Notes to be listed, will be filed with the CSSF. Copies of Final Terms in relation to
Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock
Exchange (www.luxse.com).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock
exchange(s) or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes
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and/or Notes not admitted to trading on any market. The CSSF has neither approved nor reviewed information contained in
this Base Prospectus in connection with unlisted Notes and/or Notes not admitted to trading on any market.
Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes in Global Form"
(the "Terms and Conditions of the Notes in Global Form") or "Terms and Conditions of the Dematerialised Notes" (the
"Terms and Conditions of the Dematerialised Notes" and together with the Terms and Conditions of the Notes in Global
Form, the "Terms and Conditions") as completed by a document specific to such Tranche called final terms (the "Final
Terms").
The Programme has been rated "Ba1" (Senior Unsecured Medium-Term Notes and Senior Non-Preferred Unsecured Medium-
Term Notes) and "Ba2" (Subordinate Medium-Term Notes)1 by Moody's France SAS ("Moody's"), "BBB-" (Long-Term
Senior Preferred Notes)2, "BB+" (Long-Term Senior Non-Preferred Notes) and "BB" (Subordinated Debt)3 by Fitch Ratings
Ireland Limited (Italian branch) ("Fitch") and "BBB" (Long-Term Senior Debt), "BBB (low)" (Senior Non-Preferred Debt)4
and "BB (high)" (Subordinated Debt)5 by DBRS Ratings GmbH ("DBRS"). Further information relating to the meaning of
each rating can be found on each of Moody's (https://www.moodys.com/), Fitch (https://www.fitchratings.com/) and DBRS
(https://www.dbrsmorningstar.com/) respective websites. Each of Moody's, Fitch and DBRS is established in the European
union and is included in the list of credit rating agencies published by the European Securities and Market Authority on its
website (at https://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the European Union and
registered under Regulation (EC) No 1060/2009, as amended.
Amounts payable under the Notes may be calculated by reference to EURIBOR, CMS Rate, or to the sterling overnight index
average rate ("SONIA"), in each case as specified in the relevant Final Terms. As at the date of this Base Prospectus,
EURIBOR is provided and administered by the European Money Markets Institute ("EMMI"), CMS Rate is provided and
administered by ICE Benchmark Administration Limited and SONIA is provided and administered by the Bank of England.
At the date of this Base Prospectus, EMMI is authorised as benchmark administrators, and included on, the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA")
pursuant to Article 36 of Regulation (EU) No. 2016/1011 (the "EU Benchmarks Regulation"). As at the date of this Base
Prospectus, the administrator of CMS Rate is not included in ESMA's register of administrators under Article 36 of the EU
Benchmarks Regulation. ICE Benchmark Administration appears on the register of the Financial Conduct Authority pursuant
to Article 36 of the EU Benchmarks Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 ("EUWA"). As far as the Issuer is aware, the transitional provisions in Article 51 of the EU Benchmarks Regulation
apply, such that ICE Benchmark Administration is not currently required to obtain authorisation or registration (or, if located
outside the European Union, recognition, endorsement or equivalence). As at the date of this Base Prospectus, the administrator
of SONIA is not included in ESMA's register of administrators under Article 36 of the EU Benchmarks Regulation. As far as
the Issuer is aware, the Bank of England, as administrator of the SONIA, is not required to be registered by virtue of Article 2
of the EU Benchmarks Regulation.
Arranger
Citigroup
Dealers
Barclays
BNP PARIBAS
BPER Banca S.p.A.
Citigroup
Deutsche Bank
Goldman Sachs International
HSBC
IMI - Intesa Sanpaolo
J.P. Morgan
Mediobanca - Banca di Credito Finanziario S.p.A.
NatWest Markets
Nomura
Société Générale Corporate & Investment Banking
UBS Investment Bank
5 December 2023

1
Moody's Ba Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk. Moody's appends numerical modifiers
1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic
rating category; the modifier 2 indicates amid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
2
Fitch BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate,
but adverse business or economic conditions are more likely to impair this capacity. An additional +/­ for 'AA' through 'CCC' levels, indicating relative
differences of probability of default or recovery for issues.
3
Fitch BB ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time;
however, business or financial alternatives may be available to allow financial commitments to be met. An additional +/­ for 'AA' through 'CCC' levels,
indicating relative differences of probability of default or recovery for issues.
4
DBRS BBB ratings indicate an adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable
to future events. All rating categories other than AAA and D also contain subcategories "(high)" and "(low)". The absence of either a "(high)" or "(low)"
designation indicates the credit rating is in the middle of the category.
5
DBRS BB ratings indicate a speculative, non-investment-grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable
to future events. All rating categories other than AAA and D also contain subcategories "(high)" and "(low)". The absence of either a "(high)" or "(low)"
designation indicates the credit rating is in the middle of the category.
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IMPORTANT NOTICES
Payments of interest, premium and other income relating to the Notes issued by the Issuer are subject to a
substitute tax (referred to as "imposta sostitutiva") of 26 per cent pursuant to Legislative Decree No. 239 of 1
April 1996 in certain circumstances. In order to obtain exemption at source from imposta sostitutiva in respect of
payments of interest, premium and other income relating to the Notes, each Noteholder not resident in the Republic
of Italy is required to certify that such Noteholder is (i) deemed to be resident in a country which recognises the
Italian fiscal authorities' right to a satisfactory exchange of information and (ii) the beneficial owner of payments
of interest or other income relating to the Notes, all as more fully set out in "Taxation" on page 188.
Notes that qualify as atypical securities ("titoli atipici") are subject to withholding tax levied at the rate of 26 per
cent in respect of premium (if any) and other income pursuant to Law Decree No. 512 of September 1983, as
amended.
For each Tranche of Notes which is issued under the Programme, Final Terms will be prepared containing the
information required to complete the information for the relevant issue which, with respect to Notes to be listed
on the Official List and admitted to trading on the Regulated Market, will be delivered to the Luxembourg Stock
Exchange and filed with the CSSF. In relation to each Tranche of Notes issued under the Programme, this Base
Prospectus should be read in conjunction with the applicable Final Terms.
The Notes of each Tranche may:
(A)
in the case of Notes in Global Form, initially be represented by a temporary global note ("Temporary
Global Note") which (i) in respect of a Temporary Global Note which is not intended to be issued in new
global note form, will be deposited on the issue date thereof with a common depositary on behalf of
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg")
and/or any other agreed clearance system, and (ii) in respect of a Temporary Global Note which is
intended to be issued in new global note form, will be deposited on the issue date thereof with a common
safekeeper for Euroclear and/or Clearstream, Luxembourg and/or any other agreed clearance system.
Each Temporary Global Note will be exchangeable, as specified in the applicable Final Terms, for either
a permanent global note ("Permanent Global Note") or Notes in definitive form, in each case upon
certification as to non-US beneficial ownership as required by U.S. Treasury Regulations. A Permanent
Global Note will be exchangeable, in whole but not in part, for definitive Notes, all as further described
in the section "Form of the Notes" on page 48; or
(B)
in the case of Dematerialised Notes, be held in dematerialised form on behalf of the beneficial owners,
until redemption or cancellation thereof, by Euronext Securities Milan (formerly Monte Titoli S.p.A.)
with registered office and principal place of business at Piazza degli Affari 6, 20123 Milan, 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 depository banks appointed by Euroclear,
as operator of the Euroclear System, and Clearstream, Luxembourg. The Dematerialised Notes have been
accepted for clearance by Monte Titoli. The Dematerialised Notes will at all times be held in book entry
form and title to the Dematerialised Notes will be evidenced by book entries pursuant to the relevant
provisions of Italian Legislative Decree dated 24 February 1998, No. 58, as subsequently amended and
supplemented ("Consolidated Finance Act") and in accordance with Commissione Nazionale per le
società e la Borsa ("CONSOB") and Bank of Italy Joined Regulation dated 13 August 2018, as
subsequently amended and supplemented ("CONSOB and Bank of Italy Regulation"). The
Noteholders may not require physical delivery of the Dematerialised Notes. However, the Noteholders
may ask the relevant intermediaries for certification pursuant to Article 83-quinquies and 83-sexies of
the Consolidated Finance Act.
The information set out in the sections of this Base Prospectus describing clearing arrangements is subject to any
change or reinterpretation of the rules, regulations and procedures of Euroclear, Clearstream, Luxembourg and
Monte Titoli (the "Clearing Systems"), in each case as currently in effect. If prospective investors wish to use the
facilities of any of the Clearing Systems, they should confirm the continued applicability of the rules, regulations
and procedures of the relevant Clearing System. The Issuer will not be responsible or liable for any aspect of the
records relating to, or payments made on account of, book-entry interests held through the facilities of any
Clearing System or for maintaining, supervising or reviewing any records relating to such book-entry interests.
Where a claim relating to the information contained in this Base Prospectus is brought before a court in a Member
State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where
the claim is brought, be required to bear the costs of translating the Base Prospectus before the legal proceedings
are initiated.
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This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Information Incorporated by Reference" section on page 31) and shall be construed on the basis
that such documents are incorporated by reference in and form part of this Base Prospectus.
This Base Prospectus constitutes a base prospectus for the purposes of Article 8(1) of the Prospectus Regulation.
The Dealers have not independently verified all the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers,
or any of their respective affiliates as to the accuracy or completeness of the information contained in this Base
Prospectus or any other information provided by the Issuer in connection with the Programme or any Notes or
their distribution. The statements made in this paragraph are made without prejudice to the responsibility of the
Issuer under the Programme.
No person is or has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other information supplied in connection with the Programme or any
Notes and, if given or made, such information or representation must not be relied upon as having been authorised
by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes
(i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or as constituting an invitation or offer by the Issuer, or any of the Dealers, that any recipient of
this Base Prospectus or any other information supplied in connection with the Programme or any Notes should
subscribe for and purchase any Notes. Each investor contemplating subscribing for, or purchasing any of the
Notes, should make its own independent investigation of the affairs, and its own appraisal of the creditworthiness,
of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme
or any Notes constitutes an offer by or on behalf of the Issuer, or any of the Dealers, to any person to purchase
any Notes.
The delivery of this Base Prospectus does not at any time imply that the information contained herein concerning
the Issuer 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 Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the
life of the Programme.
The distribution of this Base Prospectus and the offer, distribution or sale of Notes may be restricted by law in
certain jurisdictions. The Issuer and the Dealers do not represent that this document may be lawfully distributed,
or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or any of the
Dealers, which would permit a public offering of any Notes or distribution of this document in any jurisdiction
where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in
any jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations and the Dealers have represented that all offers and sales by them will be made on the same terms.
Persons into whose possession this Base Prospectus or any Notes come must inform themselves about, and
observe any such restrictions. For 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, Canada, Singapore, Switzerland, the European
Economic Area, the Republic of Italy, Japan and France, see "Subscription and Sale" below.
The Notes have not been and will not be registered under the United States Securities Act 1933, as amended (the
"Securities Act"), will be in bearer form and subject to US tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to US persons (see "Subscription and Sale"
below).
This Base Prospectus has not been submitted to the clearance procedure of Commissione Nazionale per le Società
e la Borsa ("CONSOB") and may not be distributed in Italy other than (i) to qualified investors (investitori
qualificati) as defined pursuant to Article 2 of the Prospectus Regulation and any applicable provision of the
Consolidated Finance Act, and/or regulations issued by the CONSOB, or (ii) in circumstances which are exempted
from the rules on public offerings pursuant to Article 1 of the Prospectus Regulation, Article 34-ter of CONOSB
Regulation No. 11971 of 14 May 1999, as amended from time to time, and any applicable Italian law or regulation.
In this Base Prospectus, unless otherwise specified, or where the context requires otherwise, references to a
"Member State" are references to a Member State of the EEA, references to "", "Euro", "EUR" or "euro" are
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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.
All references in this document to "US dollars", "US$" and "$" refer to the currency of the United States of
America, references to "Sterling" and "£" refer to the currency of the United Kingdom and references to
"Japanese Yen", "Yen" and "¥" refer to the currency of Japan.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation 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, stabilisation may not necessarily occur. 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 cease 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 Stabilisation Manager(s), or persons
acting on behalf of the Stabilisation Manager(s), in accordance with all applicable laws and rules.
Notes issued as Green Bonds, Social Bonds, or Sustainability Bonds
None of the Dealers accepts any responsibility for any social, environmental and sustainability assessment of any
Notes issued as Green Bonds, Social Bonds, or Sustainability Bonds or makes any representation or warranty or
assurance whether such Notes will meet any investor expectations or requirements regarding such "green",
"sustainable", "social" or similar labels (including in relation to Regulation (EU) 2020/852 of the European
Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable
investment (the "Sustainable Finance Taxonomy Regulation") and any related technical screening criteria, the
proposed European Green Bond Regulation, Regulation (EU) 2019/2088 on sustainability-related disclosures in
the financial services sector ("SFDR") and any implementing legislation and guidelines, or any similar legislation
in the United Kingdom) or any requirements of such labels as they may evolve from time to time. None of the
Dealers is responsible for the use or allocation of proceeds for any Notes issued as Green Bonds, Social Bonds,
or Sustainability Bonds, nor the impact or monitoring of such use of proceeds, nor the impact or monitoring of
such use of proceeds nor do any of the Dealers undertake to ensure that there are at any time sufficient Eligible
Green Assets, Eligible Social Assets or Eligible Sustainability Assets (as defined in "Use of Proceeds" below) to
allow for allocation of a sum equal to the net proceeds of the issue of such Green Bonds, Social Bonds, or
Sustainability Bonds in full.
In addition none of the Dealers is responsible for the assessment of the Issuer's Green, Social and Sustainability
Bond Framework (as defined in "Use of Proceeds" below) including the assessment of the applicable eligibility
criteria in relation to Green Bonds, Social Bonds, or Sustainability Bonds set out in therein. ISS Corporate
Solutions has issued an independent opinion, dated 21 April 2023, on the Issuer's Green, Social and Sustainability
Bond Framework (the "Second Party Opinion"). The Second Party Opinion provides an opinion on certain
environmental and related considerations and is not intended to address any credit, market or other aspects of an
investment in any Notes, including without limitation market price, marketability, investor preference or
suitability of any security. The Second Party Opinion is a statement of opinion, not a statement of fact. No
representation or assurance is given by the Dealers as to the suitability or reliability of the Second Party Opinion
or any other opinion or certification of any third party made available in connection with an issue of Notes issued
as Green Bonds, Social Bonds, or Sustainability Bonds. As at the date of this Base Prospectus, ISS Corporate
Solutions, being the provider of such opinions and certifications, is not subject to any specific regulatory or other
regime or oversight. The Second Party Opinion and any other such opinion or certification is not, nor should be
deemed to be, a recommendation by the Dealers, or any other person to buy, sell or hold any Notes and is current
only as of the date it is issued. The criteria and/or considerations that formed the basis of the Second Party Opinion
or any such other opinion or certification may change at any time and the Second Party Opinion may be amended,
updated, supplemented, replaced and/or withdrawn. Prospective investors must determine for themselves the
relevance of any such opinion or certification and/or the information contained therein. The Issuer's Green, Social
and Sustainability Bond Framework may also be subject to review and change and may be amended, updated,
supplemented, replaced and/or withdrawn from time to time and any subsequent version(s) may differ from any
description given in this Base Prospectus. The Issuer's Green, Social and Sustainability Bond Framework, the
Second Party Opinion and any other such opinion or certification does not form part of, nor is incorporated by
reference in, this Base Prospectus.
In the event any such Notes are, or are intended to be, listed, or admitted to trading on a dedicated "green",
"sustainable", "social" or other equivalently-labelled segment of a stock exchange or securities market, no
representation or assurance is given by the Dealers that such listing or admission will be obtained or maintained
for the lifetime of the Notes.
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IMPORTANT ­ EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes include a legend
entitled "Prohibition of Sales to EEA Retail Investors", the Notes 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 ("MiFID II"); or (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended or superseded, 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 Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes 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 Notes include a legend entitled
"Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the United
Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client,
as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act, 2000 (the "FSMA") and any rules or regulations made under the FSMA
to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the
EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part
of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared
and therefore offering or selling the Notes 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 Notes will
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending such Notes (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 Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made at the time of issue about whether, for the purpose of the product governance rules
under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"), any Dealer subscribing
for a Tranche of Notes is a manufacturer in respect of that Tranche, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID II Product
Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any Notes will
include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (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 Notes (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 Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes should
determine the suitability of that investment in light of its own circumstances. In particular, each potential investor
should consider, either on its own or with the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this Base
Prospectus or any applicable supplement;
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(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact such investment will have on its overall
investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential investor's
currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of financial markets;
and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way
to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
portfolios. A potential investor should not invest in the Notes, unless the potential investor has the expertise (either
alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting
effects on the value of the Notes and the impact this investment will have on the potential investor's overall
investment portfolio.
The language of this Base Prospectus is English. Certain legislative references and technical terms have been cited
in their original language in order that the correct technical meaning may be ascribed to them under applicable
law.
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CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME.......................................................................................... 1
RISK FACTORS .................................................................................................................................................... 2
RESPONSIBILITY STATEMENT....................................................................................................................... 30
INFORMATION INCORPORATED BY REFERENCE ..................................................................................... 31
BASE PROSPECTUS SUPPLEMENT................................................................................................................ 38
KEY FEATURES OF THE PROGRAMME RELATING TO THE NOTES ....................................................... 39
FORM OF THE NOTES ...................................................................................................................................... 48
TERMS AND CONDITIONS OF THE NOTES IN GLOBAL FORM ............................................................... 50
TERMS AND CONDITIONS OF THE DEMATERIALISED NOTES .............................................................. 86
FORM OF THE FINAL TERMS ....................................................................................................................... 124
USE OF PROCEEDS ......................................................................................................................................... 140
DESCRIPTION OF THE ISSUER ..................................................................................................................... 142
REGULATORY SECTION ................................................................................................................................ 182
TAXATION ........................................................................................................................................................ 188
SUBSCRIPTION AND SALE ........................................................................................................................... 197
GENERAL INFORMATION ............................................................................................................................. 201

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GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any currency, subject as set
out herein. Key features of the Programme relating to the Notes appear below in the section "Key Features of the
Programme Relating to the Notes". The applicable terms of any Notes will be agreed between the Issuer and the
relevant Dealer(s) prior to the issue of the Notes and will be set out in the Terms and Conditions of the Notes
endorsed on, or incorporated by reference into, the Notes, as completed by the applicable Final Terms attached to,
or endorsed on, such Notes, as more fully described under "Form of the Notes" below.
This Base Prospectus and any supplement will only be valid for issuing Notes in an aggregate nominal amount
which, when added to the aggregate nominal amount then outstanding of all Notes previously or simultaneously
issued under the Programme, does not exceed 6,000,000,000 or its equivalent in other currencies. For the purpose
of calculating the euro equivalent of the aggregate nominal amount of Notes the euro equivalent of Notes
denominated in another Specified Currency (as defined under "Form of the Notes" below) shall be determined, at
the discretion of the Issuer (in the case of the issue of Notes), either as at the agreement date for such Notes or, in
either case, on the preceding day on which commercial banks and foreign exchange markets are open for business
in London, in each case on the basis of the spot rate for the sale of the euro against the purchase of such Specified
Currency in the London foreign exchange market quoted by any leading international bank selected by the Issuer
on the relevant day of calculation.
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes issued
under the Programme. These factors are contingencies that may or may not occur. Factors which could be
material for the purpose of assessing the market risks associated with the Notes issued under the Programme are
also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the 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. In addition, the
following risk factors are presented in a limited number of categories depending on their nature and, in each
category, the most material risk factors for the Issuer or the Issuer's group (the "BPER Group" or the "Group")
are mentioned first. Accordingly, the Issuer does not represent that the statements below regarding the risk 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.
Words and expressions defined in "Forms of the Notes", "Terms and Conditions" or elsewhere in this Base
Prospectus have the same meaning in this section, unless stated otherwise. Prospective investors should read the
entire Base Prospectus.
RISK FACTORS RELATED TO THE ISSUER
Prospective investors are invited to carefully read this section on the risk factors before making any investment
decision, in order to understand the risks related to BPER Group and obtain a better appreciation of the BPER
Group's abilities to satisfy the obligations related to the Notes issued and described in the relevant Final Terms.
The Issuer deems that the following risk factors could affect the ability of the same to satisfy its obligations arising
from the Notes.
The risks below have been classified into the following categories:
·
Risks relating to the Issuer's financial position;
·
Risks relating to the Issuer's business activity and industry;
·
Risks related to the legal and regulatory environment of the Issuer;
·
Risks related to the internal control of the Issuer;
·
Risks related to the political, environmental, social and governance environment of the Issuer.
Risks relating to the Issuer's Financial Position
Competition
In recent years, the Italian banking sector has seen increasing price competition as a consequence of the
deregulation of the banking sector, resulting in the curtailment of protectionist national laws by EU regulation and
a blurring of the distinction between different types of financial services. This has led to a reduction in the
difference between borrowing and lending rates and has had an impact on commissions and fees, particularly
relating to dealings conducted on behalf of third parties as an intermediary bank, which could have a material
adverse effect on the Group, notably in its profitability.
The Group faces substantial competition in all parts of its business, including in payments, in originating loans
and in attracting deposits. Competition in originating loans emerges principally from other domestic and foreign
banks, mortgage banking companies, consumer finance companies, insurance companies and other lenders and
purchasers of loans.
The banking industry is moving towards consolidation, creating larger and stronger banks with which the Issuer
must compete. The BPER Group cannot assure that this increased competition will not adversely affect its growth
prospects, and consequently, its operations. Furthermore, the Group also faces competition from non-bank
competitors that provide banking services, which activity is not as regulated and subject to the scrutiny under
existing banking laws and regulations.
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Document Outline