Obligation BPER Bancaria 0% ( IT0005240988 ) en EUR

Société émettrice BPER Bancaria
Prix sur le marché 100 %  ⇌ 
Pays  Italie
Code ISIN  IT0005240988 ( en EUR )
Coupon 0%
Echéance 28/04/2021 - Obligation échue



Prospectus brochure de l'obligation BPER Banca IT0005240988 en EUR 0%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 240 000 000 EUR
Description détaillée 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 IT0005240988, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/04/2021








Base Prospectus dated 31 January 2024

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", or the "Issuer") for the issuance of European covered
bonds (obbligazioni bancarie garantite europee) (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 Title I-bis of law of 30 April 1999, No.
130, as implemented and supplemented from time to time ("Law 130"), article 129 of the Regulation (EU)
No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements
for credit institutions and investment firms, as amended and supplemented from time to time (the "CRR")
and the Supervisory Instructions of the Bank of Italy containing the "Disposizioni di vigilanza per le banche"
relating to covered bonds (obbligazioni bancarie garantite) set out in Part III, Chapter 3 of 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 Article 129 of the CRR, 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 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 (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 (as amended, the "Prospectus Regulation"). The CSSF only approves this Base 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 the Guarantor 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 31 January
2025. 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 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 Regulation, 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 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.
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, with registered office at 42 Avenue JF Kennedy, L-1855,
Luxembourg ("Clearstream") and Euroclear Bank S.A./N.V. with registered office at 1 Boulevard du Roi
Albert II, B-1210 Bruxelles ("Euroclear"). Each Covered Bond issued in dematerialised form will be
2



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, 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 will 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 Tranche or Series is expected, upon the relevant issue, to be assigned a rating as specified in the
relevant Final Terms by Moody's Italia S.r.l. or Moody's France SAS, as the case may be ("Moody's" or
the "Rating Agency"), which is established in the European Union and registered under the Regulation
(EC) No 1060/2009 on credit rating agencies, as amended from time to time (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 European Securities and Markets Authority ("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). 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 or endorsed (i) by a credit rating agency established in the
European Union and registered under the EU CRA Regulation or (ii) by a credit rating agency established
in the United Kingdom ("UK"") and registered under Regulation (EC) No. 1060/2009 on credit rating
agencies, as it forms part of domestic law of the UK by virtue of the European Union Withdrawal Act 2018,
as amended (the "UK CRA Regulation" and, together with the EU CRA Regulation, the "CRA
Regulations") but is endorsed by a credit rating agency which is established in the European Union and
registered under the EU CRA Regulation or (iii) issued by a credit rating agency which is not established
in the European Union but which is certified under the EU CRA Regulation, will be disclosed in the relevant
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 is 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 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 credit 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.
Amounts payable as interest amounts under the Covered Bonds may be calculated by reference to either
the EURIBOR or such other benchmark as specified in the relevant Final Terms. As at the date of this
Base Prospectus, the European Money Markets Institute ("EMMI"), as administrator of EURIBOR, is
included in ESMA's register of administrators under Article 36 of Regulation (EU) No. 2016/1011, as
amended (the "EU Benchmarks Regulation"). The regulatory status of any administrator under the
3



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
investors should have regard to the risk and other factors described under the section headed
"Risk Factors" in this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
the section headed "Documents Incorporated by Reference"), the information on the websites to
which this Base Prospectus refers does not form part of this Base Prospectus and has not been
scrutinised or approved by the CSSF.

Arranger and Dealer
UBS Europe SE

4



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 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, 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 article 154-
bis, paragraph 2 of the Financial Law
The manager responsible for preparing the Issuer's financial reports (dirigente preposto), Marco Bonfatti,
declares in accordance with article 154-bis, paragraph 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.luxse.com).
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.
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
5



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 in this Base Prospectus. 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.
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 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.
No statement or report attributed to a person as an expert is included in this Base Prospectus, except for the
reports of the auditors of the Issuer and the Guarantor who have audited the consolidated financial statements
of the BPER Group and each of the financial statements of the Issuer and the Guarantor for the financial year
ended on 31 December 2022 and 31 December 2021.
For further information please see, respectively, the section headed "Auditors" in the "General Information" of
this Base Prospectus.
6



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.
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, France, 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 "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 "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.
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
7



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.
Important ­ 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 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 (EU) 2016/97 (as amended or superseded, the "IDD"), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified
investor as defined in the Regulation (EU) 2017/1129 (as amended, 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 selling the Covered Bonds or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Important ­ UK Retail Investors - If the Final Terms in respect of any Covered Bonds include a legend
entitled "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 UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within
the meaning of the provisions of the Financial Services and Markets Act, 2000 (the "FSMA") and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify
as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of UK domestic law by virtue of EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus
Regulation as it forms part of UK domestic law by virtue of EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of EUWA, (the "UK
PRIIPs Regulation") for offering or selling 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,
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 will
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 (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target
8



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 UK MiFIR product
governance rules set out in 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 UK MIFIR Product
Governance Rules.
The investment activities of certain investors are subject to investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent (1) the Covered Bonds are legal investments for it, (2) the Covered Bonds can be used as
collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any
Covered Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to
determine the appropriate treatment of the Covered Bonds under any applicable risk-based capital or similar
rules.
Each potential investor in any Covered Bonds must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Covered
Bonds, the merits and risks of investing in the relevant Covered Bonds and the information contained
or incorporated by reference in this Base Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the relevant Covered Bonds and the impact such investment will
have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Covered Bonds, including where principal or interest is payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Covered Bonds and be familiar with the behaviour of
any relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Some Covered Bonds are complex financial instruments and such instruments may be purchased as a way
to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to investors' overall
portfolios. A potential investor should not invest in Covered Bonds which are complex financial instruments
unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Covered
Bonds will perform under changing conditions, the resulting effects on the value of such Covered Bonds and
the impact this investment will have on the potential investor's overall investment portfolio.
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 materially 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 will 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
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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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