Obligation BPER Bancaria 0% ( XS0711367440 ) en EUR

BPER Bancaria

100 % ⇌

Italie

XS0711367440 ( en EUR )

23/11/2013 - Obligation échue

Prospectus brochure de l'obligation BPER Banca XS0711367440 en EUR 0%, échue

100 000 EUR

530 000 000 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 XS0711367440, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/11/2013

BASE PROSPECTUS

6,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

for the issue of notes by
BPER Banca S.p.A.
This base prospectus (the "Base Prospectus") constitutes a base prospectus for the purposes of Article 8 of
Regulation (EU) 2017/1129 (the "Prospectus Regulation"). BPER Banca S.p.A. (the "Bank" or the
"Issuer" or "BPER") may from time to time issue instruments in bearer form governed by Italian law (the
"Notes") under the Euro Medium Term Note Programme (the "Programme") and denominated in such
currencies as may be from time to time agreed with the relevant Dealer(s) (as defined below).

The Notes issued under the Programme may qualify as senior preferred notes (the "Senior Preferred
Notes"), senior non-preferred notes (the "Senior Non-Preferred Notes" and together with the Senior
Preferred Notes, the "Senior Notes"), and subordinated notes (the "Subordinated Notes"), subject in each
case to compliance with all relevant laws, regulations and directives.

The sum of the nominal amounts in respect of the Notes outstanding at any one time under the Programme
will not exceed 6,000,000,000 (or its equivalent in other currencies). The Notes may be issued on a
continuing basis to one or more of the Dealers specified herein and any additional Dealer appointed under
the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis
(each a "Dealer" and, together, the "Dealers").
No Notes may be issued under the Programme which have a minimum denomination of less than Euro
100,000 (or equivalent in another currency) and, in the case of Senior Non-Preferred Notes, of at least
150,000 (or where the Senior Non-Preferred Notes are denominated in a currency other than euro, the
equivalent amount in such other currency) or such other minimum denomination provided by applicable
law from time to time, and in the case of Subordinated Notes of at least 200,000 (or, where the
Subordinated Notes are denominated in a currency other than euro, the equivalent amount in such other
currency) or such other minimum denomination provided by applicable law from time to time.
Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes"
(the "Terms and Conditions") as completed by a document specific to such Tranche called final terms (the
"Final Terms") or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus").
References herein to "Final Terms" shall, if the context so requires, be deemed to be references to the
relevant Drawdown Prospectus.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the
"CSSF") in its capacity as competent authority under the Prospectus Regulation for the approval of this
Base Prospectus. Pursuant to the Luxembourg law dated 16 July 2019 (the "Luxembourg Law on
Prospectuses"), by approving this Base Prospectus the CSSF assumes no responsibility as to the economic
and financial soundness of the Notes to be issued thereunder or the quality or solvency of the Issuer. The
CSSF has only approved 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 quality of the Notes that are the subject of this Base Prospectus and
investors should make their own assessment as to the suitability of investing in the Notes. By approving
this Base Prospectus the CSSF does not engage in respect of the economic or financial opportunity of the
operation or the quality and solvency of the Issuer in line with the provisions of Article 6(4) of the
Laxembourg Law on Prospecutses.
This Base Prospectus is valid for a period of twelve months from the date of approval. This Base Prospectus
will remain in force until its expiration date, on 22 November 2023.

i

The Programme has been rated "Ba1" (Senior Unsecured Medium-Term Notes and Senior Non-Preferred
Unsecured Medium-Term Notes1) and "Ba2" (Subordinate Medium-Term Notes)2 by Moody's France SAS
("Moody's"), "BB+" (Long-Term Senior Preferred Notes), "BB" (Long-Term Senior Non-Preferred Notes)
and "BB-" (Subordinated Debt)3 by Fitch Ratings Ireland Limited (Italian branch) ("Fitch") and "BBB"
(Long-Term Senior Debt) 4 , "BBB (low)" (Senior Non-Preferred Debt) and "BB (high)" (Subordinated
Debt)5 by DBRS Ratings GmbH ("DBRS"). Further information relating to the meaning of each rating can
be found on each of Moody's (https://www.moodys.com/), Fitch (https://www.fitchratings.com/) and
DBRS (https://www.dbrsmorningstar.com/) respective websites. Each of Moody's, Fitch and DBRS is
established in the European union and is included in the list of credit rating agencies published by the
European Securities and Market Authority on its website (at https://www.esma.europa.eu/page/List-
registered-and-certified-CRAs) in accordance with the European Union and registered under Regulation
(EC) No 1060/2009, as amended.
Application has also been made for Notes issued under the Programme to be listed on the Official List and
admitted to trading on the regulated market of the Luxembourg Stock Exchange. The regulated market of
the Luxembourg Stock Exchange is a regulated market for the purpose of Directive 2014/65/EU on Markets
in Financial Instruments ("MiFID II") (the "Regulated Market"). The Programme also permits Notes to
be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing
authority, market, stock exchange and/or quotation system or that they will be admitted to listing, trading
and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as
may be agreed between the Issuer and the Dealers.
Any Notes to be issued under the Programme from the date hereof are to be issued subject to the provisions
set out herein. This does not affect any Notes already in issue at the date hereof.
Amounts payable under the Notes may be calculated by reference to EURIBOR, which is provided by the
European Money Markets Institute, to the CMS Rate, which may be provided by, among others, the
administrator of EURIBOR or the ICE Benchmark Administration, to the sterling overnight index average
rate ("SONIA"), which is provided by the Bank of England, in each case as specified in the applicable Final
Terms. As at the date of this Base Prospectus, the European Money Markets Institute (as administrator of
EURIBOR) is included in the register of administrators maintained by the European Securities and Markets
Authority ("ESMA") under Article 36 of the Regulation (EU) No. 2016/1011 ("Benchmarks Regulation").
As at the date of this Base Prospectus, ICE Benchmark Administration (as administrator of CMS) does not
appear on the register of administrators and benchmarks established and maintained by ESMA pursuant to
Article 36 of the Benchmarks Regulation. ICE Benchmark Administration appears on the register of the
Financial Conduct Authority pursuant to Article 36 of the Benchmarks Regulation as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"). As far as the Issuer is
aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that ICE
Benchmark Administration is not currently required to obtain authorisation or registration (or, if located
outside the European Union, recognition, endorsement or equivalence). As at the date of this Base
Prospectus, the administrator of SONIA is not included in ESMA's register of administrators under Article
36 of the Benchmarks Regulation. As far as the Issuer is aware, the Bank of England, as administrator of
the SONIA, is not required to be registered by virtue of Article 2 of the Benchmarks Regulation.
Investing in Notes issued under the Programme involves certain risks. The risk factors that may affect
the abilities of the Issuer to fulfil its obligations under the Notes are discussed in the "Risk Factors"
section below.

1 Provisional Rating as per the Senior Non-Preferred Unsecured Medium-Term Notes.
2 Moody's Ba Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk. Moody's
appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the modifier 2 indicates amid-range ranking; and the modifier 3
indicates a ranking in the lower end of that generic rating category.
3 Fitch BB: ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or
economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be
met. An additional +/ for `AA' through `CCC' levels, indicating relative differences of probability of default or recovery for issues.
4 DBRS BBB: adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be
vulnerable to future events.
5 DBRS BB: speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain.
Vulnerable to future events. All rating categories other than AAA and D also contain subcategories "(high)" and "(low)". The absence
of either a "(high)" or "(low)" designation indicates the credit rating is in the middle of the category.
ii

Lead Arranger
Citigroup

Dealers
Barclays
BNP PARIBAS
BPER Banca S.p.A.
Citigroup
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
IMI - Intesa Sanpaolo
J.P. Morgan
Mediobanca - Banca di Credito
NatWest Markets
Finanziario S.p.A.
Société Générale Corporate &
Nomura
Investment Banking
UBS Investment Bank

22 November 2022

IMPORTANT NOTICES

Payments of interest, premium and other income relating to the Notes issued by the Issuer are subject to a
substitute tax (referred to as "imposta sostitutiva") of 26 per cent pursuant to Legislative Decree No. 239 of
1 April 1996 in certain circumstances. In order to obtain exemption at source from imposta sostitutiva in
respect of payments of interest, premium and other income relating to the Notes, each Noteholder not
resident in the Republic of Italy is required to certify that such Noteholder is (i) deemed to be resident in a
country which recognises the Italian fiscal authorities' right to a satisfactory exchange of information and
(ii) the beneficial owner of payments of interest or other income relating to the Notes, all as more fully set
out in "Taxation" on page 177.
Notes that qualify as atypical securities ("titoli atipici") are subject to withholding tax levied at the rate of
26 per cent in respect of premium (if any) and other income pursuant to Law Decree No. 512 of September
1983, as amended.

For each Tranche of Notes which is issued under the Programme, Final Terms will be prepared containing
the information required to complete the information for the relevant issue which, with respect to Notes to
be listed on the Official List and admitted to trading on the Regulated Market, will be delivered to the
Luxembourg Stock Exchange and filed with the CSSF. In relation to each Tranche of Notes issued under
the Programme, this Base Prospectus should be read in conjunction with the applicable Final Terms.

The Notes of each Tranche may:

(A)
initially be represented by a temporary global note ("Temporary Global Note") which (i) in
respect of a Temporary Global Note which is not intended to be issued in new global note form,
will be deposited on the issue date thereof with a common depositary on behalf of Euroclear Bank
SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") and/or any other agreed clearance system, and (ii) in respect of a Temporary
Global Note which is intended to be issued in new global note form, will be deposited on the issue
date thereof with a common safekeeper for Euroclear and/or Clearstream, Luxembourg and/or any
other agreed clearance system. Each Temporary Global Note will be exchangeable, as specified in
the applicable Final Terms, for either a permanent global note ("Permanent Global Note") or
Notes in definitive form, in each case upon certification as to non-US beneficial ownership as
required by U.S. Treasury Regulations. A Permanent Global Note will be exchangeable, in whole
but not in part, for definitive Notes, all as further described in "Form of the Notes" section set out
on page 59 (the "Notes in Global Form"); or

(B)
be held in dematerialised form on behalf of the beneficial owners, until redemption or cancellation
thereof, by Euronext Securities Milan (former Monte Titoli S.p.A.) with registered office and
principal place of business at Piazza degli Affari 6, 20123 Milan, Italy ("Monte Titoli" or "Monte
Titoli S.p.A."), for the account of the relevant Monte Titoli Account Holders. The expression
"Monte Titoli Account Holders" means any authorised financial intermediary institution entitled
to hold accounts on behalf of their customers with Monte Titoli and includes any depository banks
appointed by Euroclear, as operator of the Euroclear System, and Clearstream, Luxembourg. The
Notes have been accepted for clearance by Monte Titoli. The Notes will at all times be held in
book entry form and title to the Notes will be evidenced by book entries pursuant to the relevant
iii

provisions of Italian Legislative Decree dated 24 February 1998, No. 58, as subsequently amended
and supplemented ("Consolidated Finance Act") and in accordance with Commissione Nazionale
per le società e la Borsa ("CONSOB") and Bank of Italy Joined Regulation dated 13 August 2018,
as subsequently amended and supplemented ("CONSOB and Bank of Italy Regulation"). The
Noteholders may not require physical delivery of the Notes. However, the Noteholders may ask
the relevant intermediaries for certification pursuant to Article 83-quinquies and 83-sexies of the
Consolidated Finance Act (the "Dematerialised Notes ").

The Issuer may agree with any Dealer(s) that Notes may be issued in a form not contemplated by the Terms
and Conditions of the Notes respectively, in which case a Drawdown Prospectus specific to such Tranche
of Notes will be made available, which will describe the effect of the agreement reached in relation to such
Notes.

Where a claim relating to the information contained in this Base Prospectus is brought before a court in a
Member State of the European Economic Area, the plaintiff may, under the national legislation of the
Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus
before the legal proceedings are initiated.

This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Information Incorporated by Reference" section on page 42) and shall be
construed on the basis that such documents are incorporated by reference in and form part of this Base
Prospectus.

This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus
Regulation.

The Dealers have not independently verified all the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers, or any of their respective affiliates as to the accuracy or completeness of the
information contained in this Base Prospectus or any other information provided by the Issuer in connection
with the Programme or any Notes or their distribution. The statements made in this paragraph are made
without prejudice to the responsibility of the Issuer under the Programme.

No person is or has been authorised to give any information or to make any representation not contained in
or not consistent with this Base Prospectus or any other information supplied in connection with the
Programme or any Notes and, if given or made, such information or representation must not be relied upon
as having been authorised by the Issuer or any of the Dealers.

Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or as constituting an invitation or offer by the Issuer, or any of the Dealers, that any
recipient of this Base Prospectus or any other information supplied in connection with the Programme or
any Notes should subscribe for and purchase any Note. Each investor contemplating subscribing for, or
purchasing any of the Notes, should make its own independent investigation of the affairs, and its own
appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information
supplied in connection with the Programme or any Notes constitutes an offer by or on behalf of the Issuer,
or any of the Dealers, to any person to purchase any Notes.

The delivery of this Base Prospectus does not at any time imply that the information contained herein
concerning the Issuer is correct at any time subsequent to the date hereof or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the
document containing the same. The Dealers expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Programme.

The distribution of this Base Prospectus and the offer, distribution or sale of Notes may be restricted by law
in certain jurisdictions. The Issuer and the Dealers do not represent that this document may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume
any responsibility for facilitating any such distribution or offering. In particular, no action has been taken
by the Issuer or any of the Dealers, which would permit a public offering of any Notes or distribution of
this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
iv

offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations and the Dealers have represented that all
offers and sales by them will be made on the same terms. Persons into whose possession this Base
Prospectus or any Notes come must inform themselves about, and observe any such restrictions. For details
of certain restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United
States, the United Kingdom, Canada, Singapore, Switzerland, the European Economic Area, the Republic
of Italy, Japan and France, see "Subscription and Sale" below.

The Notes have not been and will not be registered under the United States Securities Act 1933, as amended
(the "Securities Act"), will be in bearer form and subject to US tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to US persons (see
"Subscription and Sale" below).

This Base Prospectus has not been submitted to the clearance procedure of Commissione Nazionale per le
Società e la Borsa ("CONSOB") and may not be distributed in Italy other than (i) to qualified investors
(investitori qualificati) as defined pursuant to Article 2 of Regulation (EU) No. 1129 of 14 June 2017
("Prospectus Regulation") and any applicable provision of the Consolidated Finance Act, and/or
regulations issued by the CONSOB, or (ii) in circumstances which are exempted from the rules on public
offerings pursuant to Article 1 of the Prospectus Regulation, Article 34-ter of CONOSB Regulation No.
11971 of 14 May 1999, as amended from time to time, and any applicable Italian law or regulation.

In this Base Prospectus, unless otherwise specified, or where the context requires otherwise, references to
a "Member State" are references to a Member State of the EEA, references to "", "Euro", "EUR" or
"euro" are to the currency introduced at the start of the third stage of European economic and monetary
union and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction
of the euro, as amended.

All references in this document to "US dollars", "US$" and "$" refer to the currency of the United States
of America, references to "Sterling" and "£" refer to the currency of the United Kingdom and references
to "Japanese Yen", "Yen" and "¥" refer to the currency of Japan.

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable
Final Terms may over allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily
occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the
final terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but
it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or
over-allotment must be conducted by the Stabilisation Manager(s), or persons acting on behalf of the
Stabilisation Manager(s), in accordance with all applicable laws and rules.

Notes issued as Green Bonds, Social Bonds, or Sustainability Bonds
None of the Dealers accepts any responsibility for any social, environmental and sustainability assessment
of any Notes issued as Green Bonds, Social Bonds, or Sustainability Bonds or makes any
representation or warranty or assurance whether such Notes will meet any investor expectations or
requirements regarding such "green", "sustainable", "social" or similar labels. None of the Dealers
is responsible for the use of proceeds for any Notes issued as Green Bonds, Social Bonds, or
Sustainability Bonds, nor the impact or monitoring of such use of proceeds. In addition, none of the
Dealers have conducted any due diligence on the Issuer's Green, Social and Sustainability Bond Framework
(as defined in the section entitled "Use of Proceeds"). No representation or assurance is given by
the Dealers as to the suitability or reliability of any opinion or certification of any third
party made available in connection with an issue of Notes issued as Green Bonds, Social Bonds, or
Sustainability Bonds, nor is any such opinion or certification a recommendation by any Dealer to buy,
sell or hold any such Notes.

In the event any such Notes are, or are intended to be, listed, or admitted to trading on a dedicated "green",
"sustainable", "social" or other equivalently-labelled segment of a stock exchange or securities market, no
v

representation or assurance is given by the Dealers that such listing or admission will be obtained or
maintained for the lifetime of the Notes.

ESG ratings may vary amongst ESG ratings agencies as the methodologies used to determine
ESG ratings may differ. An ESG rating assigned to the Issuer is not necessarily indicative of the Issuer's
current or future operating or financial performance, or any future ability of the Issuer to service the Notes
and are only current as of the dates on which they were initially issued. Prospective investors must
determine for themselves the relevance of any such ESG ratings information contained in this Base
Prospectus or elsewhere in making an investment decision. Furthermore, ESG ratings shall not be deemed
to be a recommendation by the Dealers or any other person to buy, sell or hold the Notes. Currently, the
providers of such ESG ratings are not subject to any regulatory or other similar oversight in respect of their
determination and award of ESG ratings. For more information regarding the evaluation methodologies
used to determine ESG ratings, please refer to the relevant ratings agency's website (which website
does not form a part of, nor is incorporated by reference in, this Base Prospectus).

IMPORTANT EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded,
the "Insurance Distribution Directive"), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor as defined in Regulation
(EU) 2017/1129 (as amended and superseded, 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 Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

IMPORTANT UK RETAIL INVESTORS - If the Final Terms in respect of any Notes include a legend
entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii)
a customer within the meaning of the provisions of the Financial Services and Markets Act, 2000 (the
"FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the UK has been prepared and theref ore
offering or selling the Notes or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.

MIFID II PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any
Notes will include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending such Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.

A determination will be made at the time of issue about whether, for the purpose of the product governance
rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"), any Dealer
subscribing for a Tranche of Notes is a manufacturer in respect of that Tranche, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID II Product Governance Rules.

UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any
Notes will include a legend entitled "UK MiFIR Product Governance" which will outline the target market
vi

assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to the UK MiFIR product
governance rules set out in the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
product governance rules set out in UK MiFIR Product Governance Rules, any Dealer subscribing for any
Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor
any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product
Governance Rules.

Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (2020
Revised Edition), as modified or amended from time to time (the "SFA") Unless otherwise stated in
the Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall be
prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-
N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations
on Investment Products).

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes should
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should consider, either on its own or with the help of its financial and other professional advisers,
whether it:

(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
this Base Prospectus or any applicable supplement;

(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment will have
on its overall investment portfolio;

(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including where the currency for principal or interest payments is different from the
potential investor's currency;

(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of financial
markets; and

(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.

Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in the Notes, unless the potential
investor has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of the Notes and the impact this investment
will have on the potential investor's overall investment portfolio.

The language of this Base Prospectus is English. Certain legislative references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to them
under applicable law.
vii

CONTENTS

Page
CONTENTS ...................................................................................................................................................... 8
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 9
RISK FACTORS ............................................................................................................................................. 10
RESPONSIBILITY STATEMENT ................................................................................................................. 41
INFORMATION INCORPORATED BY REFERENCE ................................................................................ 42
KEY FEATURES OF THE PROGRAMME RELATING TO THE NOTES .................................................. 50
FORM OF THE NOTES .................................................................................................................................. 59
TERMS AND CONDITIONS OF THE NOTES IN GLOBAL FORM ........................................................... 64
TERMS AND CONDITIONS OF THE DEMATERIALISED NOTES .......................................................... 97
FORM OF THE FINAL TERMS ................................................................................................................... 127
USE OF PROCEEDS .................................................................................................................................... 142
DESCRIPTION OF THE ISSUER ................................................................................................................ 143
TAXATION ................................................................................................................................................... 176
SUBSCRIPTION AND SALE ....................................................................................................................... 186
GENERAL INFORMATION ........................................................................................................................ 191

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GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any currency, subject as set out
herein. Key features of the Programme relating to the Notes appear below. The applicable terms of any Notes will be
agreed between the Issuer and the relevant Dealer(s) prior to the issue of the Notes and will be set out in the Terms and
Conditions of the Notes endorsed on, or incorporated by reference into, the Notes, as completed by the applicable Final
Terms attached to, or endorsed on, such Notes, as more fully described under "Form of the Notes" below.

This Base Prospectus and any supplement will only be valid for issuing Notes in an aggregate nominal amount which,
when added to the aggregate nominal amount then outstanding of all Notes previously or simultaneously issued under the
Programme, does not exceed 6,000,000,000 or its equivalent in other currencies. For the purpose of calculating the euro
equivalent of the aggregate nominal amount of Notes the euro equivalent of Notes denominated in another Specified
Currency (as defined under "Form of the Notes" below) shall be determined, at the discretion of the Issuer (in the case of
the issue of Notes), either as at the agreement date for such Notes or, in either case, on the preceding day on which
commercial banks and foreign exchange markets are open for business in London, in each case on the basis of the spot
rate for the sale of the euro against the purchase of such Specified Currency in the London foreign exchange market
quoted by any leading international bank selected by the Issuer on the relevant day of calculation.
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes issued under
the Programme. These factors are contingencies that may or may not occur and the Issuer is not in a position to express
a view on the likelihood of any such contingency occurring. Factors which could be material for the purpose of assessing
the market risks associated with the Notes issued under the Programme are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes issued
under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with
any Notes may occur for other reasons which may not be considered significant risks by the Issuer based on information
currently available to it or which it may not currently be able to anticipate. In addition, the following risk factors are
presented in a limited number of categories depending on their nature and, in each category, the most material risk
factors for the Issuer or the Issuer's group (the "BPER Group" or the "Group") are mentioned first. Accordingly, the
Issuer does not represent that the statements below regarding the risk of holding any Notes are exhaustive.

Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their
own views prior to making any investment decision.

Words and expressions defined in "Forms of the Notes", "Terms and Conditions" or elsewhere in this Base Prospectus
have the same meaning in this section, unless stated otherwise. Prospective investors should read the entire Base
Prospectus.

Factors that may affect the Issuer's ability to fulfil its obligations under or in connection with the Notes
issued under the Programme

The risks below have been classified into the following categories:

1. Risks relating to the Issuer's financial position;
2. Risks relating to the Issuer's business activity and industry;
3. Risks related to the legal and regulatory environment of the Issuer;
4. Risks related to the internal control of the Issuer;
5. Risks related to the political, environmental, social and governance environment of the Issuer.

1. Risks relating to the Issuer's Financial Position

Competition
In recent years, the Italian banking sector has seen increasing price competition as a consequence of the deregulation of
the banking sector, resulting in the curtailment of protectionist national laws by EU regulation and a blurring of the
distinction between different types of financial services. This has led to a reduction in the difference between borrowing
and lending rates and has had an impact on commissions and fees, particularly relating to dealings conducted on behalf
of third parties as an intermediary bank, which could have a material adverse effect on the Group, notably in its
profitability.

The Group faces substantial competition in all parts of its business, including in payments, in originating loans and in
attracting deposits. Competition in originating loans emerges principally from other domestic and foreign banks,
mortgage banking companies, consumer finance companies, insurance companies and other lenders and purchasers of
loans.

The banking industry is moving towards consolidation, creating larger and stronger banks with which the Issuer must
compete. BPER Group cannot assure that this increased competition will not adversely affect its growth prospects, and
consequently, its operations. Furthermore, the Group also faces competition from non-bank competitors that provide
banking services, which activity is not as regulated and subject to the scrutiny under existing banking laws and regulations.

In addition, downturns in both the global and Italian economy could add to this pressure through increased price
competition and lower transaction volumes.
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