Bond Banco BPM SpA 6% ( XS0555834984 ) in EUR

Issuer Banco BPM SpA
Market price 100 %  ▼ 
Country  Italy
ISIN code  XS0555834984 ( in EUR )
Interest rate 6% per year ( payment 1 time a year)
Maturity 04/11/2020 - Bond has expired



Prospectus brochure of the bond Banco BPM S.p.A XS0555834984 in EUR 6%, expired


Minimal amount 50 000 EUR
Total amount 731 327 000 EUR
Detailed description Banco BPM S.p.A. is a major Italian banking group formed through the merger of Banco Popolare and Banca Popolare di Milano, offering a wide range of financial services to individuals, businesses, and public administrations.

The Bond issued by Banco BPM SpA ( Italy ) , in EUR, with the ISIN code XS0555834984, pays a coupon of 6% per year.
The coupons are paid 1 time per year and the Bond maturity is 04/11/2020







BASE PROSPECTUS DATED 4 AUGUST 2010
Banco Popolare Società Cooperativa
(incorporated as a cooperative company with limited liability in the Republic of Italy)
Banco Popolare Luxembourg S.A.
(incorporated as société anonyme with limited liability in the Grand Duchy of Luxembourg)
25,000,000,000 EMTN Programme
A9-4.1.1
Guaranteed (in the case of Notes issued by Banco Popolare Luxembourg S.A.) by
A9-4.1.2
Banco Popolare Società Cooperativa
This Base Prospectus constitutes a base prospectus for the purpose of article 5.4 of Directive 2003/71/EC (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") and Banco Popolare
Luxembourg S.A. ("Banco Popolare Luxembourg") (each an "Issuer" and, together, the "Issuers"), 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 50,000 (or equivalent in another currency).
Application has been made for Notes issued under the Programme to be 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 9) of Notes
A13-5.1
will be set forth in the final terms (the "Final Terms") which, with respect to Notes to be admitted to trading on the regulated market of the
Luxembourg Stock Exchange, will be 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 relevant Issuer and the
relevant Dealer. The Issuers 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.
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 17 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 S.A./N.V. ("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 "Summary 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, principal or other amounts relating to
the Notes issued by Banco Popolare are subject to a withholding tax (referred to as imposta sostitutiva) of 12.5 per cent. In order to obtain exemption
at source from imposta sostitutiva in respect of payments of interest, principal or other amounts relating to the Notes issued by Banco Popolare, 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 with a double taxation treaty with the Republic of Italy
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, principal or
other amounts relating to the Notes, all as more fully set out in "Taxation ­ Republic of Italy" on pages 139 to 145.
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.
Notes with an original maturity of less than 18 months are subject to a withholding tax at the rate of 27 per cent. in respect of interest
and premium (if any), pursuant to Art. 26 of the Italian Presidential Decree No. 600 of 29 September 1973, as amended if issued by Banco
Popolare. Banco Popolare will not be liable to pay any additional amounts to Noteholders in relation to any such withholding.
In case of Notes issued by Banco Popolare 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
27 per cent pursuant to Law Decree no. 512 of 30 September 1983, as amended. Banco Popolare will not be liable to pay any additional
amount to the Noteholders in relation to any such holding.
Joint Arrangers for the Programme
Citi
J.P. Morgan
Dealers
Banca Aletti & C.
Barclays Capital
BNP PARIBAS
BofA Merrill Lynch
Citi
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
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


Level: 7 ­ From: 7 ­ Tuesday, August 3, 2010 ­ 00:05 ­ Eprint2 ­ 4243 Intro : 4243 Intro
This Base Prospectus should be read and construed with any supplement hereto and with any other
information incorporated by reference herein. Each of the Issuers and Banco Popolare in its capacity
as Guarantor in respect of Notes issued by Banco Popolare Luxembourg (the "Guarantor") 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
or the giving of a guarantee by the Guarantor, 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. Each of the Issuers and the Guarantor 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
each of the Issuers and the Guarantor 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 Issuers 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 Ltd., 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 Ltd. 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 Ltd.
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 Issuers 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 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
2


Level: 7 ­ From: 7 ­ Tuesday, August 3, 2010 ­ 00:05 ­ Eprint2 ­ 4243 Intro : 4243 Intro
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 Issuers 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 Issuers.
Further, neither Citigroup Global Markets Limited nor J.P. Morgan Securities Ltd., nor any of the
other Dealers undertakes to review the financial condition or affairs of each of the Issuers or the
Guarantor 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 Ltd. 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 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 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.
3


Level: 7 ­ From: 7 ­ Tuesday, August 3, 2010 ­ 00:05 ­ Eprint2 ­ 4243 Intro : 4243 Intro
Contents
Responsibility Statement
.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
4
Information Incorporated by Reference
.. .. .. .. .. .. .. .. .. .. .. .. .. ..
5
General Description of the Programme
.. .. .. .. .. .. .. .. .. .. .. .. .. ..
8
Supplements to the Base Prospectus .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
16
Risk Factors
.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
17
Terms and Conditions of the Notes
.. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
28
Form of Final Terms
.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
61
Description of the Guarantee .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
75
Summary of Provisions Relating to the Notes while in Global Form
.. .. .. .. .. .. ..
82
Use of Proceeds
.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
87
Business Description of Banco Popolare Società Cooperativa .. .. .. .. .. .. .. .. ..
88
Business Description of Banco Popolare Luxembourg S.A.
.. .. .. .. .. .. .. .. .. 135
Taxation
.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 139
Subscription and Sale .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 149
General Information
.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 152
Responsibility Statement
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this
A9-1.1
Base Prospectus. Each of the Issuers and the Guarantor declares that, having taken all reasonable
A9-1.2
A13-1.1
care to ensure that such is the case, the information contained in this Base Prospectus is, to the best A13-1.2
of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
A12-1.1
A12-1.2
4


Level: 7 ­ From: 7 ­ Tuesday, August 3, 2010 ­ 00:05 ­ Eprint2 ­ 4243 Intro : 4243 Intro
Information Incorporated by Reference
The following information shall be incorporated in, and form part of, this Base Prospectus:
1.
audited consolidated financial statements of Banco Popolare Società Cooperativa in respect of A9-11.1
the years ended 31 December 2008 and 2009 together with the auditors' reports and notes
A9-11.2
A9-11.3.1
thereto;
2.
the press release published by Banco Popolare Società Cooperativa on 14 May 2010
announcing the approval by the Management Board of Banco Popolare Società Cooperativa
of the unaudited interim reports on operations for the first quarter of 2010 (the "Press
Release");
3.
audited non-consolidated financial statements of Banco Popolare Luxembourg S.A. in respect
of the years ended 31 December 2008 and 2009 together with the auditors' reports and
notes thereto, in each case in French;
4.
the Base Prospectus in respect of the Banco Popolare Società Cooperativa MTN Programme
A9-11.4.1
dated 7 September 2007 (the "2007 Base Prospectus");
A13-7.2
A12-7.2
5.
the Base Prospectus in respect of the Banco Popolare Società Cooperativa MTN Programme
dated 30 July 2008 (the "2008 Base Prospectus");
6.
The Base Prospectus in respect of the Banco Popolare Società Cooperativa MTN Programme
dated 28 July 2009 (the "2009 Base Prospectus"); and
7.
excerpts of Chapter H of the notes to the audited unconsolidated financial statements of
Banco Popolare Società Cooperativa in respect of the years ended 31 December 2008 and
2009;
save that any statement contained herein or information which is incorporated by reference herein
shall be modified or superseded for the purpose of this Base Prospectus to the extent that a
statement contained in any subsequent information which is incorporated by reference herein
modifies or supersedes such earlier statement or information (whether expressly, by implication or
otherwise).
The table below sets out the relevant page references for the notes and the auditor's report in each
of the consolidated financial statements of Banco Popolare for 2008 and 2009 and the non-
consolidated financial statements of Banco Popolare Luxembourg for 2008 and 2009 and for
specific items of information contained in the Press Release, the 2007 Base Prospectus, the 2008
Base Prospectus and the 2009 Base Prospectus. Any information not listed in the table below but
included in the audited consolidated financial statements of Banco Popolare as at and for the year
ended 31 December 2008 and 2009, the Press Release, the 2007 Base Prospectus, the 2008 Base
Prospectus, the 2009 Base Prospectus and the non-consolidated financial statements of Banco
Popolare Luxembourg for 2008 and 2009 incorporated by reference herein is given for information
purposes only:
Banco Popolare Società Cooperativa
Audited Consolidated Financial Statements as at and for the year ended 31 December 2008
Page
Reference
Balance Sheet
157
Income Statement
158
Cash Flow Statement
161
Accounting Principles and Explanatory Notes
163
Auditors' Report
151
5


Level: 7 ­ From: 7 ­ Tuesday, August 3, 2010 ­ 00:05 ­ Eprint2 ­ 4243 Intro : 4243 Intro
Banco Popolare Società Cooperativa
Audited Consolidated Financial Statements as at and for the year ended 31 December 2009
Page
Reference
Balance Sheet
178
Income Statement
179
Cash Flow Statement
183
Accounting Principles and Explanatory Notes
186
Auditors' Report
174
Banco Popolare Luxembourg S.A.
Audited Non-Consolidated Financial Statements for the year ended 31 December 2008
Page
Reference
Balance Sheet
3
Income Statement
5 ­ 6
Accounting Principles and Explanatory Notes
7 ­ 36
Auditors' Report
1 ­ 2
Banco Popolare Luxembourg S.A.
Audited Non-Consolidated Financial Statements for the year ended 31 December 2009
Page
Reference
Balance Sheet
3
Income Statement
5 ­ 6
Accounting Principles and Explanatory Notes
7 ­ 34
Auditors' Report
1 ­ 2
Banco Popolare Società Cooperativa
Press Release dated 14 May 2010
Summary of first quarter results
1
Manager's Statement
5
Explanatory notes to the preparation of financial statements
5
Reclassified consolidated balance sheet
9
Reclassified consolidated income statement
10
Reclassified consolidated income statement: quarterly evolution
11
2007 Base Prospectus
Terms and Conditions of the Notes
26
2008 Base Prospectus
Terms and Conditions of the Notes
24
2009 Base Prospectus
Terms and Conditions of the Notes
25
6


Level: 7 ­ From: 7 ­ Tuesday, August 3, 2010 ­ 00:05 ­ Eprint2 ­ 4243 Intro : 4243 Intro
Excerpts of Chapter H of the notes to the Audited Unconsolidated Financial
Statements of Banco Popolare Società Cooperativa in respect of the years ended
31 December 2008 and 2009
Remuneration of Directors and Top Managers
1-2
The Issuers will provide, without charge, to each person to whom a copy of this Base Prospectus has
been delivered, upon the written or oral request of such person, a copy of any or all of the
information which is incorporated herein by reference. Written or oral requests for such information
should be directed to the specified office of any Paying Agent or the specified office of the Listing
Agent in Luxembourg. Each of the documents incorporated by reference are available for viewing
on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Issuers will, in connection with the listing of the Notes on the official list of the Luxembourg
Stock Exchange (the "Official List") and admission of the Notes to trading on the Luxembourg
Stock Exchange's regulated market, so long as any Note remains outstanding and so listed and
admitted to trading, in the event of a material adverse change in the financial condition of any
Issuer which is not reflected in this Base Prospectus or any change in the information set out under
"Terms and Conditions of the Notes", prepare a supplement to this Base Prospectus for use in
connection with any subsequent issue of Notes to be listed on the Official List and admitted to
trading on the Luxembourg Stock Exchange's regulated market. If the terms of the Programme are
modified or amended in a manner which would make this Base Prospectus inaccurate or misleading,
a new Base Prospectus will be prepared.
7


Level: 7 ­ From: 7 ­ Tuesday, August 3, 2010 ­ 00:05 ­ Eprint2 ­ 4243 Section 01 : 4243 Section 01
General Description of the Programme
This Base Prospectus and any supplement to the Base Prospectus will only be valid for issuing Notes
in an aggregate principal amount which, when added to the aggregate principal amount then
outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed
25,000,000,000 or its equivalent in other currencies. For the purpose of calculating the aggregate
principal amount of Notes issued under the Programme from time to time:
(a)
the euro equivalent of Notes denominated in another currency specified in a Final Terms shall
be determined, at the discretion of the relevant Issuer, as of the date of agreement to issue
such Notes or 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 other currency in the London foreign exchange
market quoted by any leading bank selected by the relevant Issuer on such date;
(b)
the amount (or, where applicable, the euro equivalent) of Partly Paid Notes (as defined under
"Terms and Conditions of the Notes" herein) shall be calculated (in the case of Notes not
denominated in euro, in the manner specified above) by reference to the original principal
amount of such Notes (regardless of the subscription price paid); and
(c)
the amount (or, where applicable, the euro equivalent) of non interest-bearing Notes and
other Notes issued at a discount or premium shall be calculated (in the case of Notes not
denominated in euro, in the manner specified above) by reference to the net proceeds
received by the relevant Issuer for the relevant issue.
The following general description does not purport to be complete and is taken from, and is
qualified by the remainder of, this Base Prospectus and, in relation to the terms and conditions of
any particular Tranche of Notes, the applicable Final Terms. Words and expressions defined in
"Summary of Provisions relating to the Notes while in Global Form" and "Terms and Conditions of
the Notes" herein, respectively, shall have the same meanings in this general description.
Issuers:
Banco Popolare Società Cooperativa ("Banco Popolare")
Banco Popolare was incorporated on 1 July 2007 following the
merger between Banco Popolare di Verona e Novara società
cooperativa a responsabilita limitata and Banca Popolare Italiana -
Banca Popolare di Lodi società cooperativa.
Banco Popolare Luxembourg S.A. ("Banco Popolare
Luxembourg")
Banco Popolare Luxembourg was incorporated on 30 May 1994.
Guarantor:
Banco Popolare (with respect to Notes issued by Banco Popolare
Luxembourg).
Description:
Euro Medium Term Note Programme
Arrangers:
Citigroup Global Markets Limited and J.P. Morgan Securities Ltd.
Dealers:
Banca Aletti & C. S.p.A., Barclays Bank PLC, BNP Paribas,
Citigroup Global Markets Limited, Crédit Agricole Corporate and
Investment Bank, Credit Suisse Securities (Europe) Limited,
Deutsche Bank AG, London Branch, Goldman Sachs International,
HSBC Bank plc, J.P. Morgan Securities Ltd., Mediobanca ­ Banca
di Credito Finanziario S.p.A., Merrill Lynch International, Morgan
Stanley & Co. International plc, Natixis, Nomura International plc,
Société Générale, The Royal Bank of Scotland plc and UBS
8


Level: 7 ­ From: 7 ­ Tuesday, August 3, 2010 ­ 00:05 ­ Eprint2 ­ 4243 Section 01 : 4243 Section 01
Limited, and any other dealer appointed from time to time by the
Issuer either generally in respect of the Programme or in relation
to a particular Tranche (as defined below) of Notes.
Regulatory Matters:
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in circumstances
which comply with such laws, guidelines, regulations, restrictions
or reporting requirements from time to time. See "Subscription
and Sale" herein and the following summary of certain
restrictions applicable at the date of this Base Prospectus.
Fiscal Agent:
Citibank, N.A., London Branch
Registrar:
Citibank, N.A., London Branch
Luxembourg Listing Agent:
BNP Paribas Securities Services, Luxembourg Branch
Initial Programme Amount:
Up to 25,000,000,000 (or its equivalent in other currencies
calculated as described herein) in aggregate principal amount of
Notes outstanding at any one time, provided that Banco Popolare
Luxembourg does not intend to have an aggregate principal
amount of Notes exceeding 1,000,000,000 under the
Programme at any one time. The maximum aggregate principal
amount of Notes which may be outstanding 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".
Issuance in Series:
Notes will be issued in series (each, a "Series"). Each Series may
comprise one or more tranches ("Tranches" and each, a
"Tranche") issued on different issue dates. The Notes of each
Series will all be subject to identical terms, except that the issue
date and the amount of the first payment of interest may be
different in respect of different Tranches. The Notes of each
Tranche will all be subject to identical terms in all respects save
that a Tranche may comprise Notes of different denominations
(of at least 50,000 or its equivalent in another currency).
Form of Notes:
Notes may be issued in bearer form or in registered form.
Each Global Note which is intended to be issued in CGN form, as
specified in the relevant Final Terms, will be deposited on or
around the relevant issue date with a depositary or a common
depositary for Euroclear and/or Clearstream, Luxembourg and/or
any other relevant clearing system and each Global Note which is
intended to be issued in NGN form, as specified in the relevant
Final Terms, will be deposited on or around the relevant issue
date with a common safekeeper for Euroclear and/or
Clearstream, Luxembourg.
Each Temporary Global Note will be exchangeable for a
Permanent Global Note or, if so specified in the relevant Final
Terms, for Notes in definitive bearer form ("Definitive Notes")
and/or (if so specified in the relevant Final Terms) registered form
("Registered Notes") in accordance with its terms. Each
Permanent Global Note will be exchangeable for Definitive Notes,
and/or (if so specified in the relevant Final Terms) Registered
9


Level: 7 ­ From: 7 ­ Tuesday, August 3, 2010 ­ 00:05 ­ Eprint2 ­ 4243 Section 01 : 4243 Section 01
Notes, in accordance with its terms (see further under "Summary
of Provisions Relating to the Notes While in Global Form" below).
Definitive Notes will, if interest-bearing, have interest coupons
("Coupons") attached and, if appropriate, a talon ("Talon") for
further Coupons and will, if the principal thereof is repayable by
instalments, have payment receipts ("Receipts") attached.
Registered Notes which are delivered outside any clearing system
will be represented by individual certificates ("Individual Note
Certificates"), one Individual Note Certificate being issued in
respect of each holder's entire holding of Registered Notes of one
Series. Registered Notes that are registered in the name of a
nominee for one or more clearing systems will be represented by
global note certificates ("Global Note Certificates"). Notes
represented by a Global Note Certificate will either be: (a) in the
case of a Global Note Certificate which is not to be held under
the new safekeeping structure ("New Safekeeping Structure"
or "NSS"), registered in the name of a common depository (or its
nominee) for Euroclear and/or Clearstream, Luxembourg and/or
any other relevant clearing system and the relevant Global Note
Certificate will be deposited on or about the issue date with the
common depository; or (b) in the case of a Global Note
Certificate to be held under the New Safekeeping Structure, be
registered in the name of a common safekeeper (or its nominee)
for Euroclear and/or Clearstream, Luxembourg and/or any other
relevant clearing system and the relevant Global Note Certificate
will be deposited on or about the issue date with the common
safekeeper for Euroclear and/or Clearstream, Luxembourg. Notes
in registered form may not be exchanged for Notes in bearer
form.
Currencies:
Notes may be denominated in any currency or currencies, subject
to compliance with all applicable legal and/or regulatory and/or
central bank requirements.
Maturities:
Any maturity is subject, in relation to specific currencies, to
compliance with all applicable legal and/or regulatory and/or
central bank requirements.
Notes with an original maturity of less than 18 months are
subject to a withholding tax at the rate of 27 per cent. in respect
of interest and premium (if any), pursuant to Italian Presidential
Decree No. 600 of 29 September 1973, as amended. The Issuer
will not be liable to pay any additional amounts to Noteholders in
relation to any such withholding.
Notes (including Notes denominated in Pounds Sterling) in
respect of which the issue proceeds are to be accepted by the
Issuer in the United Kingdom or whose issue otherwise
constitutes a contravention of Section 19 of the Financial Services
and Markets Act 2000 and which have a maturity of less than
one year must have a minimum redemption value of £100,000
(or its equivalent in other currencies).
According to the Luxembourg law of 10 July 2005 on
prospectuses for securities (the "Act") the Commission de
10


Document Outline