Obligation BPER Bancaria 0% ( IT0005188609 ) en EUR

BPER Bancaria

100 % ⇌

Italie

IT0005188609 ( en EUR )

22/07/2020 - Obligation échue

Prospectus brochure de l'obligation BPER Banca IT0005188609 en EUR 0%, échue

1 000 EUR

500 000 000 EUR

BPER Banca est une banque italienne cotée en bourse, issue de la fusion de plusieurs banques régionales, opérant dans le secteur de la banque de détail, des services aux entreprises et de la gestion d'actifs.

L'Obligation émise par BPER Bancaria ( Italie ) , en EUR, avec le code ISIN IT0005188609, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/07/2020

Base Prospectus dated 22 March 2016

BANCA POPOLARE DELL'EMILIA ROMAGNA SOCIETÀ
COOPERATIVA
(a bank incorporated as a limited co-operative company (società cooperativa) in the Republic of Italy)
5,000,000,000 Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by
ESTENSE COVERED BOND S.r.l.
(incorporated as a limited liability company (società a responsabilità limitata) in the Republic of Italy)
The 5,000,000,000 Covered Bond Programme (the "Programme") described in this base prospectus (the "Base Prospectus") has been established by Banca popolare dell'Emilia Romagna Società
Cooperativa ("BPER" or the "Issuer") for the issuance of covered bonds (obbligazioni bancarie garantite) (the "Covered Bonds", which term includes, for the avoidance of doubt and as the context requires,
Registered Covered Bonds, as defined below) guaranteed by Estense Covered Bond S.r.l. (the "Guarantor") pursuant to Article 7-bis of law of 30 April 1999, No. 130, as implemented and supplemented
("Law 130") and the relevant implementing measures set out in the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310, as amended and supplemented (the "MEF Decree") and the
Supervisory Instructions of the Bank of Italy set out in Part III, Chapter 3 of the "Disposizioni di vigilanza per le banche" (Circolare No. 285 of 17 December 2013), as replaced, amended and supplemented
from time to time (the "BoI Regulations" and, together with the Law 130 and the MEF Decree, jointly the "OBG Regulations"). The aggregate nominal amount of the Covered Bonds outstanding under the
Programme will not at any time exceed 5,000,000,000 (or its equivalent in other currencies calculated as described herein).
The Covered Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer, guaranteed by the Guarantor. and will rank pari passu without preference among themselves and
(save for any applicable statutory provisions) at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding. In the event of a compulsory
winding-up (liquidazione coatta amministrativa) of the Issuer, any funds realised and payable to the Covered Bondholders will be collected, received or recovered by the Guarantor on their behalf in accordance
with Law 130.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purposes of Directive 2003/71/EC (the
"Prospectus Directive") and relevant implementing measures in Luxembourg which includes the amendments set out under Directive 2010/73/EU (the "2010 PD Amending Directive") as a base prospectus
issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purposes of giving information with regard to the issue of Covered Bonds under the Programme
during the period of 12 months after the date hereof. Approval by the CSSF relates only to the Covered Bonds and does not include the Registered Covered Bonds.
By approving this Base Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality and solvency of the Issuer in accordance with the provisions
of article 7(7) of the Luxembourg law on prospectuses for securities.
This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
Application has been made for Covered Bonds issued under the Programme (other than the Registered Covered Bonds) to be admitted during the period of 12 months from the date of this Base Prospectus to
listing on the official list (the "Official List") and trading on the regulated market of the Luxembourg Stock Exchange, which 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. References in this Base Prospectus to Covered Bonds being "listed" (and all related references) shall mean that such Covered Bonds (other
than the Registered Covered Bonds) have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. In addition, the Issuer and each relevant Dealer
named under the section "Subscription and Sale" below may agree to make an application to list a Series or Tranche on any other stock exchange. The Programme also permits Covered Bonds to be issued on an
unlisted basis. The relevant Final Terms (as defined in the section "Terms and Conditions of the Covered Bonds" below) in respect of the issue of any Series will specify whether or not such Series will be listed
on the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market (or any other stock exchange).
Where Covered Bonds issued under the Programme are admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area
in circumstances which require the publication of a prospectus under the Prospectus Directive, such Covered Bonds (other than the Registered Covered Bonds) will not have a denomination of less than
100,000 (or, where the Covered Bonds are issued in a currency other than euro, the equivalent amount in such other currency).
Under the Programme, the Issuer may issue Covered Bonds denominated in any currency, including Euro, GBP, CHF, Yen and USD. Interest on the Covered Bonds shall accrue monthly, quarterly, semi-
annually or annually as specified in the relevant Final Terms, in arrear at a fixed or floating rate, increased or decreased by a margin. The Issuer may also issue Covered Bonds at a discounted price with no
interest accruing and repayable at nominal value (zero-coupon Covered Bonds).
The terms of each Tranche will be set forth in the Final Terms relating to such Tranche prepared in accordance with the provisions of this Base Prospectus and, if the relevant Covered Bonds are listed, to be
delivered to the regulated market of the Luxembourg Stock Exchange on or before the date of issue of such Tranche.
The Covered Bonds (other than Registered Covered Bonds) will be issued in bearer form and dematerialised form (emesse in forma dematerializzata) and will be held in such form on behalf of their ultimate
owners, until redemption or cancellation thereof, by Monte Titoli S.p.A., whose registered office is in Milan, at Piazza degli Affari, No. 6, Italy, ("Monte Titoli") for the account of the relevant Monte Titoli
Account Holders. The expression "Monte Titoli Account Holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli (and includes
any Relevant Clearing System which holds account with Monte Titoli or any depository banks appointed by the Relevant Clearing System). The expression "Relevant Clearing Systems" means any of
Clearstream Banking, société anonyme ("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear"). Each Covered Bond issued in dematerialised form will be deposited with Monte Titoli on the relevant
Issue Date (as defined in the section "Terms and Conditions of the Covered Bonds" below). The Covered Bonds (other than Registered Covered Bonds) will at all times be held in book entry form and title to the
Covered Bonds will be evidenced by book entries in accordance with article 83-bis of Italian legislative decree No. 58 of 24 February 1998, as amended and supplemented (the "Financial Law") and
implementing regulations and with the joint regulation of the Commissione Nazionale per le Società e la Borsa ("CONSOB") and the Bank of Italy dated 22 February 2008 and published in the Official Gazette
No. 54 of 4 March 2008, as subsequently amended and supplemented. No physical document of title is and will be issued in respect of the Covered Bonds (other than the Registered Covered Bonds).
The Covered Bonds may also be issued in registered form as German law governed registered covered bonds (Namensschuld verschreibungen) (the "Registered Covered Bonds"). The terms and conditions of
the relevant Registered Covered Bonds (the "Registered CB Conditions") will specify the minimum denomination for the relevant Registered Covered Bonds, which will not be listed.
Before the Maturity Date, the Covered Bonds will be subject to mandatory and optional redemption in whole or in part in certain circumstances, as set out in Condition 7 (Redemption and Purchase).
Each Covered Bond may be assigned on issue a rating as specified in the relevant Final Terms by Moody's Investors Service Limited ("Moody's" or the "Rating Agency"). Covered Bonds to be issued under
the Programme, if rated, are expected to be rated "A1" by Moody's, to the extent that at the relevant time it provides ratings in respect of the then outstanding Covered Bonds. Where a Tranche or Series of
Covered Bonds is to be rated, such rating will not necessarily be the same as the rating assigned to the Covered Bonds already issued. Whether or not a rating in relation to any Tranche or Series of Covered
Bonds will be treated as having been issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 on credit rating agencies, as amended from time to
time (the "CRA Regulation") will be disclosed in the relevant Final Terms or in the Registered CB Conditions (as applicable). The credit ratings included or referred to in this Base Prospectus have been issued
by Moody's, which is established in the European Union and registered under the CRA Regulation as set out in the list of credit rating agencies registered in accordance with the CRA Regulation published on
the website of the European Securities and Markets Authority ("ESMA") pursuant to the CRA Regulation (for more information please visit the ESMA webpage http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs). In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the
European Union and registered under the CRA Regulation (and such registration has not been withdrawn or suspended). A security rating is not a recommendation to buy, sell or hold Covered Bonds and
may be subject to revision or withdrawal by the Rating Agency and each rating shall be evaluated independently of any other.
An investment in Covered Bond issued under the Programme involves certain risks. Prospective investors should have regard to the risk and other factors described under the section headed "Risk
Factors" in this Base Prospectus.
Arranger
The Royal Bank of Scotland plc
Dealer
The Royal Bank of Scotland plc

RESPONSIBILITY STATEMENTS
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive
and for the purposes of giving information which, according to the particular nature of the Covered Bonds, is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial position,
profit and losses and prospects of the Issuer and the Guarantor and of the rights attaching to the Covered
Bonds.
The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information
contained in this Base Prospectus is in accordance with the facts and contains no omission likely to affect the
import of such information.
The Guarantor has provided the information under the section headed "Description of the Guarantor" and any
other information contained in this Base Prospectus relating to itself and, together with the Issuer (the
"Responsible Persons"), accepts responsibility for the information contained in those sections. To the best of
the knowledge of the Guarantor (having taken all reasonable care to ensure that such is the case), the
information and data in relation to which it is responsible as described above are in accordance with the facts
and do not contain any omission likely to affect the import of such information and data.
Certification of the manager responsible for preparing the Issuer's financial report, pursuant to art. 154- bis,
para.2 of the Financial Law
The manager responsible for preparing the Issuer's financial report (dirigente preposto), Emilio Annovi,
declares in accordance with art. 154-bis, para.2 of the Financial Law, that the accounting data contained in
this Base Prospectus corresponds to the underlying documents, accounting books and the other accounting
entries of the Issuer.
This Base Prospectus is to be read and construed in conjunction with any supplement thereto and with all
documents incorporated herein by reference (see the section headed "Documents incorporated by reference",
below). Full information on the Issuer, the Guarantor and any Series or Tranche of Covered Bonds is only
available on the basis of the combination of this Base Prospectus, any supplements, the relevant Final Terms
and the documents incorporated by reference.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus
(and, therefore, acting in association with the Issuer) in connection with an offer of Covered Bonds are the
persons named in the applicable Final Terms as the relevant Dealer(s).
Copies of the Final Terms will be available from the registered office of the Issuer and the specified office of
the Principal Paying Agent (as defined below) and on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
Capitalised terms used in this Base Prospectus shall have the meanings ascribed to them in the section
headed "Terms and Conditions of the Covered Bonds" below, unless otherwise defined in the specific
section of this Base Prospectus in which they are used. For ease of reference, the section headed
"Glossary" below indicates the page of this Base Prospectus on which each capitalised term is defined.
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 the Covered Bonds and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer, the Seller, the Guarantor, the Arranger or any of the Dealers, the
Representative of the Covered Bondholders or any party to the Transaction Documents.
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Neither the delivery of this Base Prospectus nor any sale made in connection therewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer or the
Guarantor since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantor
since the date hereof or 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 as of any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
This Base Prospectus is valid for 12 months following its date of approval and it and any supplement hereto,
as well as any Final Terms filed within these 12 months, reflects the status as of their respective dates of issue.
The offering, sale or delivery of any Covered Bonds may not be taken as an implication that the information
contained in such documents is accurate and complete subsequent to their respective dates of issue or that
there has been no adverse change in the financial condition of the Issuer or the Guarantor since such date or
that any other information supplied in connection with the Programme is accurate at any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the same.
To the fullest extent permitted by law, none of the Dealers, the Representative of the Covered Bondholders or
the Arranger accept any responsibility for the contents of this Base Prospectus or for any other statement,
made or purported to be made by the Arranger, the Representative of the Covered Bondholders or a Dealer or
on its behalf in connection with the Issuer, the Guarantor, or the issue and offering of the Covered Bonds. The
Arranger, the Representative of the Covered Bondholders 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.
Neither the Arranger nor any Dealer nor the Representative of the Covered Bondholders has independently
verified the information contained herein. Accordingly, no representation, warranty or undertaking, expressed
or implied, is made and no responsibility or liability is accepted by the Arranger, the Dealers and the
Representative of the Covered Bondholders or any of them as to the accuracy or completeness of the
information contained in this Base Prospectus or any other information provided by the Issuer and the
Guarantor in connection with the Covered Bonds or their distribution.
None of the Dealers or the Arranger makes any representation, express or implied, nor accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this Base Prospectus.
Neither this Base Prospectus nor any other financial statements are intended to provide the basis of any credit
or other evaluation and should not be considered as a recommendation by any of the Issuer, the Guarantor, the
Arranger, the Representative of the Covered Bondholders or the Dealers that any recipient of this Base
Prospectus or any other financial statements should purchase the Covered Bonds. Each potential purchaser of
Covered Bonds should determine for itself the relevance of the information contained in this Base Prospectus
and its purchase of Covered Bonds should be based upon such investigation as it deems necessary. None of
the Dealers, the Arranger or the Representative of the Covered Bondholders undertakes to review the financial
condition or affairs of the Issuer or the Guarantor during the life of the arrangements contemplated by this
Base Prospectus nor to advise any investor or potential investor in Covered Bonds of any information coming
to the attention of any of the Dealers or the Arranger.
The distribution of this Base Prospectus, any document incorporated herein by reference and any Final Terms
and the offering, sale and delivery of the Covered Bonds in certain jurisdictions may be restricted by law.
Persons into whose possession this Base Prospectus or any Final Terms come are required by the Issuer and
the Dealers to inform themselves about and to observe any such restrictions.
This Base Prospectus contains industry and customer-related data, as well as calculations taken from industry
reports, market research reports, publicly available information and commercial publications. It is hereby
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confirmed that (a) to the extent that information reproduced herein derives from a third party, such
information has been accurately reproduced and (b) insofar as the Responsible Persons are aware and are able
to ascertain from information derived from a third party, no facts have been omitted which would render the
information reproduced inaccurate or misleading. The source of third party information is identified where
used.
For a description of certain restrictions on offers, sales and deliveries of Covered Bonds and on the
distribution of this Base Prospectus or any Final Terms and other offering material relating to the Covered
Bonds, see the section headed "Selling Restrictions" below. In particular, the Covered Bonds have not been
and will not be registered under the United States Securities Act of 1933 (the "Securities Act") and include
Covered Bonds in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions,
Covered Bonds may not be offered, sold or delivered within the United States of America or to U.S. persons.
There are further restrictions on the distribution of this Base Prospectus and the offer or sale of Covered
Bonds in the European Economic Area, including the United Kingdom, the Republic of Ireland, Germany, the
Republic of Italy, and in Japan. For a description of certain restrictions on offers and sales of Covered Bonds
and on distribution of this Base Prospectus, see the section headed "Subscription and Sale" below.
Neither this Base Prospectus, any supplement thereto, nor any Final Terms (or any part thereof)
constitutes an offer, nor may they be used for the purpose of an offer to sell any of the Covered Bonds,
or a solicitation of an offer to buy any of the Covered Bonds, by anyone in any jurisdiction or in any
circumstances in which such offer or solicitation is not authorised or is unlawful. Each recipient of this
Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of
the condition (financial or otherwise) of the Issuer and the Guarantor.
Each initial and subsequent purchaser of a Covered Bond will be deemed, by its acceptance of the purchase of
such Covered Bond, to have made certain acknowledgements, representations and agreements intended to
restrict the resale or other transfer thereof as set forth therein and described in this Base Prospectus and, in
connection therewith, may be required to provide confirmation of its compliance with such resale or other
transfer restrictions in certain cases.
In this Base Prospectus, references to "" or "euro" or "Euro" or "EUR" are to the single currency
introduced at the start of the Third Stage of European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended; references to "U.S.$ " or "U.S. Dollar" are to the
currency of the United States of America; references to "CHF" are to the currency of Switzerland; references
to "Yen" are to the currency of Japan; references to "£" or "UK Sterling" are to the currency of the United
Kingdom; references to "Italy" are to the Republic of Italy; references to laws and regulations are, unless
otherwise specified, to the laws and regulations of Italy; and references to "billions" are to thousands of
millions.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which preceded
them.
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.
The Arranger is acting for the Issuer and no one else in connection with the Programme and will not be
responsible to any person other than the Issuer for providing the protection afforded to clients of the Arranger
or for providing advice in relation to the issue of the Covered Bonds.
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In connection with the issue of any Tranche under the Programme, the Dealer or Dealers (if any)
named as the stabilising manager(s) (the "Stabilising Manager(s)") (or any person acting for the
Stabilising Manager(s)) in the applicable Final Terms may over-allot Covered Bonds or effect
transactions with a view to supporting the market price of the Covered Bonds at a level higher than
that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or
any person acting on behalf of any Stabilising Manager) 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 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 and 60 days after the date of
the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by
the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.
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TABLE OF CONTENTS
Page
RESPONSIBILITY STATEMENTS .................................................................................................................. 2
RISK FACTORS ................................................................................................................................................ 7
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................45
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................53
STRUCTURE DIAGRAM ...............................................................................................................................99
DESCRIPTION OF THE ISSUER AND INITIAL SELLER .........................................................................100
DESCRIPTION OF THE GUARANTOR ......................................................................................................156
DESCRIPTION OF THE ASSET MONITOR ................................................................................................159
DESCRIPTION OF THE COVER POOL CREDIT AND COLLECTION POLICIES ..............................161
CREDIT STRUCTURE ..................................................................................................................................167
ACCOUNTS AND CASH FLOWS ................................................................................................................178
DESCRIPTION OF THE TRANSACTION DOCUMENTS .........................................................................183
SELECTED ASPECTS OF ITALIAN LAW ..................................................................................................208
TERMS AND CONDITIONS OF THE COVERED BONDS ........................................................................219
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ..............................................265
FORM OF FINAL TERMS.............................................................................................................................284
KEY FEATURES OF REGISTERED COVERED BONDS (NAMENSSCHULD VERSCHREIBUNGEN) ..293
TAXATION IN THE REPUBLIC OF ITALY .................................................................................................295
LUXEMBOURG TAXATION ........................................................................................................................302
FATCA WITHHOLDING ...............................................................................................................................304
SUBSCRIPTION AND SALE ........................................................................................................................305
GENERAL INFORMATION ..........................................................................................................................309
GLOSSARY ....................................................................................................................................................314

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RISK FACTORS
The Issuer and the Guarantor believe that the following factors may affect their ability to fulfil their
obligations under the Covered Bonds issued under the Programme. All of these factors are contingencies
which may or may not occur and neither the Issuer nor the Guarantor is in a position to express a view on the
likelihood of any such contingency occurring.
Factors which the Issuer and the Guarantor believe may be material for the purpose of assessing the markets
risks associated with Covered Bonds issued under the Programme are also described below.
The Issuer and the Guarantor believe that the factors described below represent the principal risks inherent in
investing in Covered Bonds issued under the Programme, but the Issuer or the Guarantor may be unable to
pay interest, principal or other amounts on or in connection with any Covered Bond for other reasons and the
Issuer and the Guarantor do not represent that the statements below regarding the risks of holding any
Covered Bonds are exhaustive. Prospective investors should also read the detailed information set out
elsewhere in this Base Prospectus (including any documents incorporated by reference herein) and reach
their own views prior to making any investment decision.
Factors that may affect the Issuer's ability to fulfil its obligations under or in connection with the
Covered Bonds issued under the Programme
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.
In addition, downturns in both the global and Italian economy could add to this pressure through
increased price competition and lower transaction volumes. If the Issuer is unable to compete with
competitors' products and service offerings it may lose market share or incur losses.
Impact of events which are difficult to anticipate
The Issuer's earnings and business are affected by general economic conditions, the performance of
financial markets, interest rate levels, currency exchange rates, changes in law and regulation, changes in
the policies of central banks, particularly the Bank of Italy and the European Central Bank, and
competitive factors, at a regional, national and international level. Each of these factors can change the
level of demand for the Issuer's products and services, the credit quality of borrowers and counterparties,
the interest rate margin of the Issuer between lending and borrowing costs and the value of the Issuer's
investment and trading portfolios.
Changes in interest rates
Fluctuations in interest rates influence the financial performance of BPER and its subsidiaries (the
"BPER Group" or the "Group"). The results of the BPER Group's banking operations are affected by
its management of interest rate sensitivity and, in particular, changes in market interest rates. Interest rate
sensitivity refers to the relationship between changes in market interest rates and changes in net interest
income. A mismatch of interest earning assets and interest bearing liabilities in any given period, which
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tends to accompany changes in interest rates, may have a material effect on the BPER Group's financial
condition or results of operations.
Rising interest rates in line with the yield curve can increase the BPER Group's cost of funding at a
higher rate than the yield on its assets, due, for example, to a mismatch in the maturities of its assets and
liabilities that are sensitive to interest rate changes or a mismatch in the degree of interest rate sensitivity
of assets and liabilities with similar maturities. At the same time, decreasing interest rates can also
reduce the yield on the BPER Group's assets at a rate which may not correspond to the decrease in the
cost of funding.
In addition, in recent years, the Italian banking sector has been characterised by increasing competition
which, together with the low level of interest rates, has caused a sharp reduction in the difference
between borrowing and lending rates, and has made it difficult for banks to maintain positive growth
trends in interest rate margins.
Business concentration risk
The Issuer's key market geographically is the Emilia Romagna region, where the Issuer has historically
operated and where the main part of the BPER branches are currently located.
Risks arising from changes in credit quality and the recoverability of loans and amounts due from
counterparties are inherent in a wide range of the Issuer's businesses. Adverse changes in the credit
quality of the Issuer's borrowers and counterparties, (as mentioned above) particularly concentrated in
the Emilia Romagna region or a general deterioration in either the Italian or global economic conditions,
or arising from systemic risks in the financial system, could affect the recoverability and value of the
Issuer's assets and require an increase in the Issuer's impairment provision for bad and doubtful debts
and other provisions.
Risks relating to the Issuer's business
As a credit institution, the Issuer is exposed to the typical risks associated with the business of a
financial intermediary such as credit risk, market risk, interest rate risk, liquidity and operational risk,
plus a series of other risks typical to businesses such as strategic risk, legal risk, tax and reputational
exposure.
Credit risk relates to the risk of loss arising from counterparty default (in particular, recoverability of
loans) or in the broadest sense, from a failure to perform contractual obligations, including on the part of
any guarantors.
The Issuer's business depends to a substantial degree on the creditworthiness of its customers.
Notwithstanding its detailed controls including customer credit checks, it bears normal lending risks and
thus may not, for reasons beyond its control (such as, for example, fraudulent behaviour by customers),
have access to all relevant information regarding any particular customer, their financial position, or
their ability to pay amounts owed or repay amounts borrowed. Any failure of customers to accurately
report their financial and credit position or to comply with the terms of their agreements or other
contractual provisions could have an adverse effect on the Issuer's business and financial results. During
a recession, there may be less demand for loan products and a greater number of the Issuer's customers
may default on their loans or other obligations. Interest rate rises may also have an impact on the
demand for mortgages and other loan products. The risk arising from the impact of the economy and
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business climate on the credit quality of the BPER Group's borrowers and counterparties can affect the
overall credit quality and the recoverability of loans and amounts due from counterparties. In addition,
the continued liquidity crisis in other affected economies may create difficulties for the BPER Group's
borrowers to refinance or repay loans to the BPER Group's loan portfolio and potentially increase the
BPER Group's non performing loan levels.
Market risk relates to the risk arising from market transactions in connection with financial instruments,
currencies and commodities. The Issuer's trading revenues and interest rate risk are dependent upon its
ability to effectively identify changes in the value of financial instruments caused by fluctuations in
market prices or interest rates. The Issuer's financial results are also dependant upon how effectively the
Issuer determines and assesses the cost of credit and manages its own credit risk through portfolio
diversification.
Interest rate risk refers to the possibility of the Issuer incurring losses as a result of a poor performance
in market interest rates. This risk is monitored through the Asset Liability Management System
("ALMS"), which measures under "static" conditions the impact of interest rate charges on financial
margins.
Liquidity risk relates to the Issuer's ability or lack thereof to meet cash disbursements in a timely and
economic manner. It is quantified as the additional cost arising from asset sales and/or negotiation of
new liabilities incurred by the intermediary when required to meet unexpected commitments by way of
recourse to the market. The current dislocation in the global and Italian capital markets and credit
conditions has led to the most severe examination of the banking system's capacity to absorb sudden
significant changes in the funding and liquidity environment in recent history, and has had an adverse
impact on the wider economy. Individual institutions have faced varying degrees of stress. Faced with
the economic slowdown and the financial crisis, the governments and central banks of the most
industrialised countries responded with economic and monetary measures of historic magnitude. In
economic terms, fiscal incentives were introduced together with plans for greater public spending,
especially on infrastructure. In monetary terms, governments and sector authorities acted to support
banks via investment in their capital, injections of liquidity and guarantees for depositors, as well as to
support the economy via repeated interest rate cuts.
The activity of the Group may be negatively affected by the availability of liquidity in both the
institutional and retail markets. The Group also borrows from the ECB. Accordingly, any adverse change
to the ECB's lending policy or funding requirements, including changes to the criteria to identify the
classes of assets eligible as collateral for operations of monetary policy with the ECB or for calculating
the value of such assets, could affect the Group's results of operations, business and financial condition.
Operational risk relates to the risk of loss arising from shortcomings or failures in internal processes,
people or systems and from external events, including the risk of fraud by employees and outsiders,
unauthorised transactions by employees or operational errors, including errors resulting from faulty
information technology or telecommunication systems. The Issuer's systems and processes are designed
to ensure that the operational risks associated with its activities are appropriately monitored. Any failure
or weakness in these systems, however, could adversely affect the Issuer's financial performance and
business activities.
BPER has devoted significant resources to developing policies, procedures and assessment methods to
manage market, credit, liquidity and operating risks and intends to continue to do so in the future.
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Nonetheless, the Issuer's risk management techniques and strategies may not be fully effective in
mitigating its risk exposure in all economic market environments or against all types of risks, including
risks that the Issuer fails to identify or anticipate. If existing or potential customers believe that the
Issuer's risk management policies and procedures are inadequate, its reputation as well as its revenues
and profits may be negatively affected.
Since the second half of 2008, the global credit environment has been adversely affected by significant
instances of default and there can be no certainty that further such instances will not occur. Concerns
about, or a default by, one institution could lead to significant liquidity problems, losses or default by
other institutions because the commercial soundness of many financial institutions may be closely
related as a result of credit, trading, clearing or other relationships between institutions. The risk is
sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as
clearing agencies, clearing houses, banks, securities firms and exchanges with which the Issuer interacts
on a daily basis and therefore could adversely affect BPER.
Evolving regulatory environment
The Issuer's business is governed by Italian domestic and European Union legislation relating to the
financial and banking sectors and is subject to extensive regulation and supervision by the Bank of Italy,
CONSOB (the public authority responsible for regulating the Italian securities market), the European
Central Bank, the European System of Central Banks and the CSSF in Luxembourg.
The Issuer has as its corporate object the raising of funds for investment and the provision of credit in its
various forms. The banking laws to which BPER Group is subject govern the activities in which banks
may engage and are designed to maintain the safety and soundness of banks, and limit their exposure to
risk. In addition, the Issuer must comply with financial services laws that govern its marketing and
selling practices. The regulatory framework governing international financial markets is currently being
amended in response to the credit crisis, and new legislation and regulations are being introduced in Italy
and the European Union that will affect the BPER Group, including proposed regulatory initiatives that
could significantly alter the Issuer's capital requirements, as described below.
In the wake of the global financial crisis that began in 2008, the Basel Committee on Banking
Supervision (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. The Basel III framework adopts a gradual approach, with the requirements to
be implemented over time, with full enforcement in 2019 Minimum common equity tier 1 (the "CET1")
will be increased from broadly 2% of risk-weighted assets to 7.0%. The 7.0% includes a "capital
conservation buffer" of 2.5% to ensure that banks maintain a buffer of capital that can be used to absorb
losses during periods of financial and economic stress. An additional "countercyclical buffer
requirement" of 0-2.5% will be implemented according to national circumstances. The countercyclical
buffer requirement will apply in periods of excess lending growth in the economy and can vary for each
jurisdiction.

In January 2013 the Basel Committee revised its Basel III original proposal in respect of the liquidity
requirements in light of concerns raised by the banking industry, providing for a gradual phasing-in of the
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