Obligation BPER Banca SpA 1.875% ( XS2190502323 ) en EUR

BPER Banca SpA

100 % ▲

Italie

XS2190502323 ( en EUR )

1.875% par an ( paiement annuel )

07/07/2025 - Obligation échue

Prospectus brochure de l'obligation BPER Banca S.p.A XS2190502323 en EUR 1.875%, échue

BPER Banca S.p.A. est une banque italienne cotée en bourse, issue de la fusion de plusieurs banques régionales italiennes, offrant une large gamme de services bancaires aux particuliers, aux entreprises et aux institutions.

L'instrument financier en question est une obligation, identifiée par le code ISIN XS2190502323, émise par BPER Banca S.p.A., une institution financière majeure et cotée basée en Italie, reconnue comme l'un des principaux groupes bancaires italiens offrant une gamme complète de services bancaires et financiers. Cette obligation, libellée en euros (EUR), affichait un taux d'intérêt fixe de 1,875% et prévoyait une fréquence de paiement annuelle de ses coupons, avec une date de maturité fixée au 7 juillet 2025. Au moment de l'observation, son prix sur le marché secondaire était rapporté à 100% de sa valeur nominale. Il est désormais confirmé que cette obligation a atteint sa date de maturité et a été intégralement remboursée à ses détenteurs, marquant la conclusion réussie de son cycle de vie financier.

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 English law
(the "English Law Notes") and instruments governed by Italian law (the "Italian Law Notes", and
together with the English Law Notes, 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), while Senior Non-Preferred Notes issued under the
Programme will have a denomination of at least Euro 250,000 (or, where the Senior Non-Preferred Notes
are denominated in a currency other than euro, the equivalent amount in such other currency).
The terms and conditions for the English Law Notes are set out herein in "Terms and Conditions for the
English Law Notes" and the terms and conditions for the Italian Law Notes are set out herein in "Terms
and Conditions for the Italian Law Notes". References to the "Notes" shall be to the English Law Notes
and/or the Italian Law Notes, as appropriate and references to the "Terms and Conditions" or the
"Conditions" shall be to the Terms and Conditions for the English Law Notes and/or the Terms and
Conditions for the Italian Law Notes, as appropriate. For the avoidance of doubt, in "Terms and
Conditions for the English Law Notes", references to the "Notes" shall be to the English Law Notes, and
in "Terms and Conditions for the Italian Law Notes", references to the "Notes" shall be to the Italian Law
Notes.
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 Prospectus Regulation, 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.
This Base Prospectus is valid for a period of twelve months from the date of approval.
The Programme has been rated "(P)Ba3" (Senior Unsecured) and "(P)B1" (Subordinated) by Moody's
Investors Service Limited ("Moody's") and "BB" (Long-term senior unsecured) and "B" (Short-term
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senior unsecured) by Fitch Ratings Ltd ("Fitch"). Each of Moody's and Fitch 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.
This Base Prospectus supersedes and replaces the Base Prospectus dated 4 April 2019 and any
supplement thereto.
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 LIBOR, which is provided by ICE Benchmark Administration, to
the CMS Rate, which may be provided by, among others, the administrator of EURIBOR or the
administrator of LIBOR, in each case as specified in the applicable Final Terms. As at the date of this
Base Prospectus, the ICE Benchmark Administration (as administrator of LIBOR and CMS) and the
European Money Markets Institute (as administrator of EURIBOR) are included in 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 far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation
apply, such that the administrator of the EURIBOR is not currently required to obtain authorisation or
registration (or, if located outside the European Union, recognition, endorsement or equivalence). The
registration status of any administrator under the Benchmarks Regulation is a matter of public record and
save where required by applicable law the Issuer does not intend to update applicable Final Terms to
reflect any change in the registration status of administrator.

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.

Lead Arranger
Citigroup

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

28 January 2020
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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 195.
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 (each "Final Terms") 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 will 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 49.
The Issuer and, in the case of English Law Notes, the Trustee 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 prospectus specific to such Tranche of Notes (a "Drawdown Prospectus"), 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 36) 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.
Neither the Dealers nor, in the case of English Law Notes, the Trustee, have independently verified all the
information contained herein. Accordingly, no representation, warranty or undertaking, express or
iii

implied, is made and no responsibility or liability is accepted by the Dealers or, in the case of the English
Law Notes, the Trustee, 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, any of the Dealers or, in the case of the English Law Notes,
the Trustee.
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, any of the Dealers or, in the case of
the English Law Notes, the Trustee, 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, any of the Dealers or, in the case of the English
Law Notes, the Trustee, 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 and, in the case of English Law Notes, the Trustee
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, the Dealers and, in case of English Law Notes, the Trustee 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, any of the Dealers or, in the case of the
English Law Notes, the Trustee, 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
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, 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 used in connection with any offer of the Notes in Italy
other than (i) to qualified investors (investitori qualificati) as defined pursuant to Article 100 of
Legislative Decree No. 58 of 24 February 1998, as amended (the "Consolidated Finance Act") and
Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as
("Regulation No. 11971") or (ii) in circumstances which are exempted from the rules on public offerings
pursuant to Article 100 of the Consolidated Finance Act and Article 34-ter of Regulation No. 11971.
iv

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
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final
Terms may over allot Notes or effect transactions with a view to supporting the market price of the Notes
at a level higher than that which might otherwise prevail. However, 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 Stabilising Manager(s), or persons acting on behalf of the
Stabilising Manager(s), in accordance with all applicable laws and rules.
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.
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 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 Product Governance Rules.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore),
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).
v

CONTENTS

Page

CONTENTS ................................................................................................................................................ vi
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 7
RISK FACTORS .......................................................................................................................................... 8
RESPONSIBILITY STATEMENT ........................................................................................................... 35
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 36
KEY FEATURES OF THE PROGRAMME RELATING TO THE NOTES ............................................ 40
FORM OF THE NOTES ............................................................................................................................ 48
TERMS AND CONDITIONS FOR THE ENGLISH LAW NOTES ........................................................ 53
TERMS AND CONDITIONS FOR THE ITALIAN LAW NOTES ......................................................... 86
FORM OF THE FINAL TERMS ............................................................................................................. 117
USE OF PROCEEDS ............................................................................................................................... 131
DESCRIPTION OF THE ISSUER........................................................................................................... 132
TAXATION ............................................................................................................................................. 195
SUBSCRIPTION AND SALE ................................................................................................................. 202
GENERAL INFORMATION .................................................................................................................. 206

vi

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.

7

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under 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 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 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.
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 for the English Law Notes" and
"Terms and Conditions for the Italian Law Notes" or elsewhere in this Base Prospectus have the same meaning
in this section. 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.
In addition, downturns in both the global and Italian economy could add to this pressure through increased price
competition and lower transaction volumes. If the Issuer is unable to compete with competitors' products and
service offerings it may lose market share or incur losses.
Impact of events which are difficult to anticipate
The Issuer's earnings and business are affected by general economic conditions, the performance of financial
markets, interest rate levels, currency exchange rates, changes in laws and regulations, changes in the policies of
central banks, particularly the Bank of Italy and the European Central Bank (ECB), and competitive factors, at a
regional, national and international level. Each of these factors can change the level of demand for the Issuer's
products and services, the credit quality of borrowers and counterparties, the interest rate margin of the Issuer
between lending and borrowing costs and the value of the Issuer's investment and trading portfolios.

8

Changes in interest rates
Fluctuations in interest rates influence the financial performance of BPER and its subsidiaries (the "BPER
Group" or the "Group"). The results of the BPER Group's banking operations are affected by its management
of interest rate sensitivity and, in particular, changes in market interest rates. Interest rate sensitivity refers to the
relationship between changes in market interest rates and changes in net interest income. A mismatch of
interest-earning assets and interest-bearing liabilities in any given period, which tends to accompany changes in
interest rates, may have a material effect on the BPER Group's financial condition or results of operations.
Rising interest rates in line with the yield curve can increase the BPER Group's cost of funding at a higher rate
than the yield on its assets due, for example, to a mismatch in the maturities of its assets and liabilities that are
sensitive to interest rate changes or a mismatch in the degree of interest rate sensitivity of assets and liabilities
with similar maturities. At the same time, decreasing interest rates can also reduce the yield on the BPER
Group's assets at a rate, which may not correspond to the decrease in the cost of funding.
In addition, in recent years, the Italian banking sector has been characterised by increasing competition, which,
together with the low level of interest rates, has caused a sharp reduction in the difference between borrowing
and lending rates, and has made it difficult for the BPER Group to maintain positive growth trends in interest
rate margins.
Business Concentration Risk
The Issuer's key market geographically is the Emilia Romagna region, where the Issuer has historically operated
and where the majority of its branches are currently located.
Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties
are inherent in a wide range of the Issuer's businesses. Adverse changes in the credit quality of the Issuer's
borrowers and counterparties (as mentioned above), particularly concentrated in the Emilia Romagna region or a
general deterioration in either the Italian or global economic conditions, or arising from systemic risks in the
financial system, could affect the recoverability and value of the Issuer's assets and require an increase in the
Issuer's impairment provision for bad and doubtful debts and other provisions.
Risks connected to a potential rating downgrade
BPER is rated by (i) Moody's Investors Service Limited ("Moody's"), and (ii) Fitch Ratings Ltd ("Fitch")
which are established in the European Union and registered under Regulation (EC) No. 1060/2009 on credit
rating agencies, (as amended) (the "CRA Regulation") as set out in the list of credit rating agencies registered
in accordance with the CRA Regulation published on the website of the European Securities and Markets
Authority pursuant to the CRA Regulation. A downgrade of the Issuer's rating (for whatever reason) might result
in higher funding and refinancing costs for the Issuer in the capital markets. In addition, a downgrade of the
Issuer's rating may limit the Issuer's opportunities to extend mortgage loans and may have a particularly adverse
effect on the Issuer's image as a participant in the capital markets, as well as in the eyes of its clients. These
factors may have an adverse effect on the Issuer's financial condition and/or the results of its operations and, as a
consequence, on the rating assigned to the Notes where applicable.
Risks associated with general economic, financial and other business conditions
The results of the BPER Group are affected by the global economic and financial conditions. During
recessionary periods, there may be less demand for loan products and a greater number of the BPER Group's
customers may default on their loans or other obligations. Interest rate rises may also have an impact on the
demand for mortgages and other loan products. Fluctuations in interest rates and in ratings in the Eurozone and
in the other markets in which the BPER Group operates influence its performance.
Rising market tensions might negatively affect the funding costs and economic outlook of some Euro member
states. This, together with the risk that some countries might eventually leave the Euro area, would have a
material and negative impact on the BPER Group and/or on the BPER Group's clients, with negative
implications for the BPER Group's business, results and financial position.
Lingering market tensions might affect negatively the global economy and hamper the recovery of the Euro
area. Moreover, the tightening fiscal policy by some countries (including the Republic of Italy) might weigh on
households disposable income and on corporate profits with negative implications for the BPER Group's
business, results and financial position.

9

Any further deterioration of the Italian economy would have a material adverse effect on the BPER Group's
business, in light of the BPER Group's significant exposure to the Italian economy.
The European Central Bank's unconventional policy (including public sector, covered bond and ABS purchase
programme and provision of liquidity via Targeted Longer-Term Refinancing Operations (TLTRO)) has
contributed to ease tensions, limiting the refinancing risk for the banking system and leading to a tightening of
credit spreads. The possibility that the European Central Bank could halt or reconsider the current set up of
unconventional measures, as recent developments have shown, would impact negatively the value of sovereign
debt instruments. This would have a materially negative impact on the BPER Group's business, results and
financial position.
Despite the several initiatives of supranational organisations to deal with the heightened sovereign debt crisis in
the Euro area, the global markets remain characterised by high uncertainty and volatility. Any further
acceleration of the European sovereign debt crisis is likely to significantly affect, among other things, the
recoverability and quality of the sovereign debt securities held by the BPER Group as well as the financial
resources of the BPER Group's clients holding similar securities. The occurrence of any of the above events
may cause the BPER Group to suffer losses, increases in funding costs and a diminution in the value of its
assets, with a potential adverse effect on the BPER Group liquidty, financial position and results of transactions
including its ability to access the capital and financial markets and to refinance debt in order to meet its funding
requirements.
Protracted market declines and reduced liquidity in the markets
Protracted adverse market movements, particularly the decline of asset prices, can reduce market activity and
market liquidity. These developments can lead to material losses if the BPER Group cannot close out
deteriorating positions in a timely manner.
In addition, protracted or steep declines in the share capital or bond markets in Italy and elsewhere may
adversely affect the BPER Group's securities activities and its asset management services, as well as its
investments in and sales of products linked to the performance of financial assets.
During recessionary periods, there may be less demand for loan products and a greater number of the BPER
Group's customers may default on their loans or other obligations. The rise in interest rates may also have an
impact on the demand for mortgages and other loan products. In addition, the continued liquidity crisis in other
affected economies may create difficulties for the BPER Group's borrowers to refinance or repay loans to the
BPER Group's loan portfolio and potentially increase the BPER Group's non-performing loan levels.
The prolonged global economic crisis may weaken the economic recovery, partly as a consequence of the exit
strategies to be implemented by the EU and the United States on withdrawal of the assistance granted in recent
years to assure the liquidity and stability of the financial system. In this case, the economic and financial
position of the BPER Group might suffer further adverse consequences.
2. Risks relating to the Issuer's business activities and industry
Issuer's business activities
As a credit institution, the Issuer is exposed to the typical risks associated with the business of a financial
intermediary such as credit risk, market risk, interest rate risk, liquidity and operational risks, in addition to a
series of other risks typical to such businesses including strategic risk, legal risk, tax and reputational exposure.
Credit risk relates to the risk of loss arising from counterparty default (in particular, recoverability of loans) or in
the broadest sense, from a failure to perform contractual obligations, including on the part of any guarantors.
The Issuer's business depends to a substantial degree on the creditworthiness of its customers. The Issuer is
exposed to normal lending risks and thus may not, for reasons beyond its control (such as, for example,
fraudulent behaviour of customers), have access to all relevant information regarding any particular customer,
their financial position, or their ability to pay amounts owed or repay amounts borrowed. Any failure by its
customers to accurately report their financial and credit position or to comply with the terms of their agreements
or other contractual provisions could have an adverse effect on the Issuer's business and financial results.
Market risk relates to the risk arising from market transactions in connection with financial instruments,
currencies and commodities. The Issuer's trading revenues and the extent of exposure to the interest rate risk are
dependent upon its ability to effectively identify changes in the value of financial instruments caused by
fluctuations in market prices or interest rates. The Issuer's financial results are also dependent upon how

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