Obligation BPER Bancaria 0% ( IT0005210379 ) en EUR

BPER Bancaria

100 % ⇌

Italie

IT0005210379 ( en EUR )

28/10/2020 - Obligation échue

Prospectus brochure de l'obligation BPER Banca IT0005210379 en EUR 0%, échue

1 000 EUR

200 000 000 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 IT0005210379, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/10/2020

Base Prospectus dated 9 November 2021

BPER BANCA S.P.A.
(a bank incorporated as a joint-stock company (società per azioni) in the Republic of Italy)
7,000,000,000 Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by
ESTENSE CPT COVERED BOND S.r.l.
(incorporated as a limited liability company (società a responsabilità limitata) in the Republic of Italy)

The 7,000,000,000 Covered Bond Programme (the "Programme") described in this base prospectus
(the "Base Prospectus") has been established by BPER Banca S.p.A. (previously Banca popolare
dell'Emilia Romagna Società Cooperativa) ("BPER", the "Parent Bank" 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 CPT 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
7,000,000,000 (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 wil rank pari passu without preference among themselves and
(save for any applicable statutory provisions) at least equal y with al 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 (the "Competent Authority") under Article 31 of
the Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the public and admitted to trading on a
regulated market (the "Prospectus Regulation"). The CSSF only approves this Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should not be considered as an endorsement of the Issuer or of the quality of
the Covered Bonds that are the subject of this Base Prospectus. Investors should make their own
assessment as to the suitability of investing in the Covered Bonds. Approval by the CSSF relates only to
the Covered Bonds and does not include the Registered Covered Bonds. Article 6(4) of the Luxembourg
Prospectus Law (loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières) provides that, by
approving this Base Prospectus, in accordance with Article 20 of the Prospectus Regulation, the CSSF
does not engage in any economic or financial opportunity of the operations or activities or the quality and
solvency of the Issuer.
This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus
Regulation.
This Base Prospectus is valid for 12 months from its approval date and therefore until 9

Milan 4226583.8

November 2022. The obligation to supplement this Base Prospectus in the event of a significant
new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is
no longer valid.
Application has been made to list Covered Bonds on the Official List of the Luxembourg Stock Exchange
and to trade the Covered Bonds on the regulated market of the Luxembourg Stock Exchange. The
regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of the
Directive 2014/65/EU of the European Parliament and of the Council of May 2014 on markets in financial
instruments and amending Directive 2002/92/EC and Directive 2011/61/U (as amended, "MiFID II").
References in this Base Prospectus to Covered Bonds being "listed" (and al 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 wil
specify whether or not such Series wil 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
Regulation, such Covered Bonds (other than the Registered Covered Bonds) wil 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 shal 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 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 wil not be listed.
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) wil 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")
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Milan 4226583.8

and implementing regulations and with the joint regulation of the Commissione Nazionale per le Società
e la Borsa ("CONSOB") and the Bank of Italy, regarding post-trading systems, dated 13 August 2018, 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).
Before the Maturity Date, the Covered Bonds wil be subject to mandatory and optional redemption in
whole or in part in certain circumstances, as set out in Condition 8 (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 Espana S.A. ("Moody's" or the "Rating Agency"), which is established in the
European Union and registered under the EU CRA Regulation as set out in the list of credit rating
agencies registered in accordance with the EU CRA Regulation published on the website of ESMA
pursuant to the EU CRA Regulation (for more information please visit the ESMA webpage
http://www.esma.europa.eu/supervision/credit-rating-agencies/risk). Covered Bonds to be issued under
the Programme, if rated, are expected to be rated "Aa3" 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 wil not necessarily be the same as the rating assigned to the
Covered Bonds already issued. Whether or not each credit rating applied for in relation to the relevant
Series of Covered Bonds will be (1) issued or endorsed 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 "EU CRA Regulation") or by a credit rating agency which is certified
under the EU CRA Regulation; and/or (2) issued or endorsed by a credit rating agency established in the
United Kingdom ("UK") and registered under Regulation (EC) No. 1060/2009, as it forms part of
domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as
amended by the European Union (Withdrawal Agreement) Act 2020) (the "UK CRA Regulation") or by a
credit rating agency which is certified under the UK CRA Regulation, wil be disclosed in the Final Terms
or in the Registered CB Conditions (as applicable). 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 EU CRA Regulation, unless (1) the rating is
provided by a credit rating agency not established in the European Union but endorsed by a credit rating
agency established in the European Union and registered under the EU CRA Regulation; or (2) the
rating is provided by a credit rating agency not established in the European Union which is certified
under the EU CRA Regulation. In general, UK 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 UK and
registered under the UK CRA Regulation unless (1) the rating is provided by a credit rating agency not
established in the UK but is endorsed by a credit rating agency established in the UK and registered
under the UK CRA Regulation; or (2) the rating is provided by a credit rating agency not established in
the UK which is certified under the UK CRA Regulation. The European Securities and Markets Authority
(the "ESMA") is obliged to maintain on its website, https://www.esma.europa.eu/page/Listregistered-and-
certified-CRAs, a list of credit rating agencies registered and certified in accordance with the EU CRA
Regulation.
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.
Interes amounts payable as intererest amounts under the Covered Bonds may be calculated by
reference to EURIBOR as specified in the relevant Final Terms. As at the date of this Prospectus, the
European Money Markets Institute, as administrator of EURIBOR, is included in ESMA's register of
administrators under Article 36 of Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation"). The
regulatory status of any administrator under the Benchmark Regulation is a matter of public record and
save as required by the applicable law, the Issuer does not intend to provide any updates or prepare any
supplement to reflect any changes in the regulatory status of any administrator.
An investment in Covered Bond issued under the Programme involves certain risks. Prospective
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Milan 4226583.8

investors should have regard to the risk and other factors described under the section headed
"Risk Factors" in this Base Prospectus.

Arranger and Initial Dealer
Banca Finanziaria Internazionale S.p.A.

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RESPONSIBILITY STATEMENTS
This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus
Regulation 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 al 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, 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 reports, pursuant to art. 154- bis,
para. 2 of the Financial Law
The manager responsible for preparing the Issuer's financial reports (dirigente preposto), Marco Bonfatti,
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 Primary 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 shal , 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 approval date 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 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
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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 "Sel ing 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 wil 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 "UK" are to the United Kingdom;
references to "EEA" are to the European Economic Area; references to laws and regulations are, unless
otherwise specified, to the laws and regulations of Italy; and references to "bil ions" are to thousands of
mil ions.
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.
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)
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(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.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS

If the Final Terms in respect of any Covered Bonds include a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Covered Bonds are not intended to be offered, sold or otherwise made available to
and, with effect from such date, 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 MiFID II; or (ii) a customer within the
meaning of Directive 2016/97/EU, as amended ("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; or (i i) not a
qualified investor as defined in the Prospectus Regulation. Consequently no key information document
required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the
Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or sel ing the Covered Bonds or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS

If the Final Terms in respect of any Covered Bonds specifies "Prohibition of Sales to UK Retail Investors", the
Covered Bonds 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 domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020) (the
"EUWA"); or (i ) a customer within the meaning of the provisions of the Financial Services and Markets Act
2000, as amended (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 domestic law by virtue of the EUWA. Consequently
no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of
the EUWA (the "UK PRIIPs Regulation") for offering or sel ing the Covered Bonds, or otherwise making
them available to retail investors in the UK, has been prepared and therefore offering or selling the Covered
Bonds 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 Covered Bonds will include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Covered Bonds and which
channels for distribution of the Covered Bonds are appropriate. Any person subsequently offering, selling or
recommending the Covered Bonds (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 Covered Bonds (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 MiFID Product
Governance rules under EU Delegated Directive 2017/593, as amended (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Covered Bond is a manufacturer in respect of such Covered Bonds,
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but otherwise neither the Arranger nor the Dealers nor any of their respective Affiliates will be a manufacturer
for the purpose of the MIFID Product Governance Rules.
UK MIFIR product governance / target market
The Final Terms in respect of any Covered Bonds wil include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Covered Bonds and which
channels for distribution of the Covered Bonds are appropriate. Any person subsequently offering, selling or
recommending the Covered Bonds (a "distributor") should take into consideration the manufacturer's target
market assessment; however, a distributor subject to UK MiFIR product governance rules set out in the FCA
Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own
target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturer's
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 the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules"), any Dealer subscribing for any Covered Bonds
is a manufacturer in respect of such Covered Bonds, but otherwise neither the Arranger nor the Dealers nor
any of their respective affiliates will be a manufacturer for the purpose of the the UK MiFIR Product
Governance Rules.
FORWARD-LOOKING STATEMENTS
This Base Prospectus includes "forward-looking statements". All statements other than statements of
historical fact included in this Base Prospectus, including, without limitation, those regarding the Issuer's
financial position, business strategy, plans and objectives of management for future operations, are forward-
looking statements. Such forward- looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual results, performance or achievements of the Issuer, or industry
results, to be material y different from any future results, performance or achievements expressed or implied
by such forward-looking statements. Such forward-looking statements are based on numerous assumptions
regarding the Issuer's present and future business strategies and the environment in which the Issuer wil
operate in the future. Important factors that could cause the Issuer's actual results, performance or
achievements to differ materially from those in the forward-looking statements include, but are not limited to,
those discussed in the section entitled "Risk Factors". These forward-looking statements speak only as at the
date of this Base Prospectus or as at such earlier date at which such statements are expressed to be given.
Subject to any continuing disclosure obligation under applicable law (including, without limitation, the
obligation to prepare a supplement to this Base Prospectus pursuant to Article 23 of the Prospectus
Regulation), the Issuer expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement contained herein to reflect any change in the Issuer's expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is
based.
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TABLE OF CONTENTS
RESPONSIBILITY STATEMENTS .......................................................................................................... 5
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................11
RISK FACTORS ....................................................................................................................................58
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................90
BASE PROSPECTUS SUPPLEMENT ..................................................................................................97
STRUCTURE DIAGRAM .......................................................................................................................98
DESCRIPTION OF THE ISSUER AND INITIAL SELLER .....................................................................99
DESCRIPTION OF THE ASSET MONITOR .......................................................................................145
DESCRIPTION OF THE COVER POOL CREDIT AND COLLECTION POLICIES .........................147
CREDIT STRUCTURE ........................................................................................................................152
ACCOUNTS AND CASH FLOWS .......................................................................................................162
DESCRIPTION OF THE TRANSACTION DOCUMENTS ...................................................................167
SELECTED ASPECTS OF ITALIAN LAW ..........................................................................................191
TERMS AND CONDITIONS OF THE COVERED BONDS .................................................................204
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ........................................253
FORM OF THE FINAL TERMS ...........................................................................................................279
KEY
FEATURES
OF
REGISTERED
COVERED
BONDS
(NAMENSSCHULD
VERSCHREIBUNGEN) .......................................................................................................................290
TAXATION IN THE REPUBLIC OF ITALY ..........................................................................................292
LUXEMBOURG TAXATION ................................................................................................................300
SUBSCRIPTION AND SALE ...............................................................................................................303
GENERAL INFORMATION .................................................................................................................308
GLOSSARY .........................................................................................................................................313
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Milan 4226583.8