Base Prospectus Dated 30 July 2014 BANCO POPOLARE SOCIETÀ COOPERATIVA (a bank incorporated as a limited co-operative company (società cooperativa) in the Republic of Italy) 10,000,000,000 Covered Bond Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by BP COVERED BOND S.r.l. (incorporated as a limited liability company (società a responsabilità limitata) in the Republic of Italy) The 10,000,000,000 Covered Bond Programme (the Programme ) described in this base prospectus (the Base Prospectus ) has been established by Banco Popolare Società Cooperativa ( Banco Popolare or the Issuer ) for the issuance of covered bonds (the Covered Bonds, which term includes, for the avoidance of doubt and as the context requires, Registered Covered Bonds, as defined below) guaranteed by BP Covered Bond S.r.l. (the Guarantor ) pursuant to Article 7-bis of law of 30 April 1999, No. 130, as amended and supplemented (the Law 130 ) and the relevant implementing measures set out in the Decree of the Ministry of Economy and Finance of 14 December 2006, No. 310, as amended and supplemented (the MEF Decree ) and the supervisory guidelines of the Bank of Italy set out in Part III, Chapter 3 of the Disposizioni di vigilanza per le banche (Circolare No. 285 of 17 December 2013), as amended and supplemented from time to time (the BoI Regulations and, together with the Law 130 and the MEF Decree, jointly the OBG Regulations ). The aggregate nominal amount of the Covered Bonds outstanding under the Programme will not at any time exceed 10,000,000,000 (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 the OBG Regulations. This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF ), which is the Luxembourg competent authority for the purposes of Directive 2003/71/EC (the Prospectus Directive ) and relevant implementing measures in Luxembourg which includes the amendments set out under Directive 2010/73/EU (the 2010 PD Amending Directive ), to the extent such amendments have been implemented on a relevant Member State, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purposes of giving information with regard to the issue of Covered Bonds under the Programme during the period of 12 months after the date hereof. Approval by the CSSF relates only to the Covered Bonds and does not include the Registered Covered Bonds. By approving this Base Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality and solvency of the Issuer in accordance with the provisions of article 7(7) of the Luxembourg law on prospectuses for securities. This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. Application has been made for Covered Bonds issued under the Programme (other than the Registered Covered Bonds) to be admitted during the period of 12 months from the date of this Base Prospectus to listing on the official list (the Official List ) and trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. References in this Base Prospectus to Covered Bonds being listed (and all related references) shall mean that such Covered Bonds (other than the Registered Covered Bonds) have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange s regulated market. In addition, the Issuer and each relevant Dealer named under the section headed Subscription and Sale below may agree to make an application to list a Series or Tranche on any other stock exchange. The Programme also permits Covered Bonds to be issued on an unlisted basis. The relevant Final Terms (as defined in the section Terms and Conditions of the Covered Bonds below) in respect of the issue of any Series will specify whether or not such Series will be listed on the Official List and admitted to trading on the Luxembourg Stock Exchange s regulated market (or any other stock exchange). Where Covered Bonds issued under the Programme are admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, such Covered Bonds (other than the Registered Covered Bonds) will not have a denomination of less than 100,000 (or, where the Covered Bonds are issued in a currency other than euro, the equivalent amount in such other currency). Under the Programme, the Issuer may issue Covered Bonds denominated in any currency, including Euro, GBP, CHF, Yen and USD. Interest on the Covered Bonds shall accrue monthly, quarterly, semiannually, annually or on such other basis as specified in the relevant Final Terms, in arrear at fixed or floating rate, increased or decreased by a margin. The Issuer may also issue Covered Bonds at a discounted price with no interest accruing and repayable at nominal value (zero-coupon Covered Bonds). The terms of each Tranche will be set forth in the Final Terms relating to such Tranche prepared in accordance with the provisions of this Base Prospectus and, if the relevant Covered Bonds are listed, to be delivered to the regulated market of the Luxembourg Stock Exchange on or before the date of issue of such Tranche. The Covered Bonds (other than Registered Covered Bonds) will be issued in bearer form and dematerialised form (emesse in forma dematerializzata) and will be held in such form on behalf of their ultimate owners, until redemption or cancellation thereof, by Monte Titoli S.p.A. whose registered office is in Milan, at Piazza degli Affari, No. 6, Italy, ( Monte Titoli ) for the account of the relevant Monte Titoli Account Holders. The expression Monte Titoli Account Holders means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli (and includes any Relevant Clearing System which holds account with Monte Titoli or any depository banks appointed by the Relevant Clearing System). The expression Relevant Clearing Systems means any of Clearstream Banking, société anonyme ( Clearstream ) and Euroclear Bank S.A./N.V. ( Euroclear ). Each Covered Bond issued in dematerialised form will be deposited with Monte Titoli on the relevant Issue Date (as defined in the section headed Terms and Conditions of the Covered Bonds below). The Covered Bonds (other than Registered Covered Bonds) will at all times be held in book entry form and title to the Covered Bonds will be evidenced by book entries in accordance with article 83-bis of Italian legislative decree No. 58 of 24 February 1998, as amended and supplemented (the Financial Law ) and implementing regulations and with the joint regulation of the Commissione Nazionale per le Società e la Borsa ( CONSOB ) and the Bank of Italy dated 22 February 2008 and published in the Official Gazette No. 54 of 4 March 2008, as subsequently amended and supplemented. No physical document of title is and will be issued in respect of the Covered Bonds (other than the Registered Covered Bonds). The Covered Bonds may also be issued in registered form as German law governed registered covered bonds (Namensschuld verschreibungen) (the Registered Covered Bonds ). The terms and conditions of the relevant Registered Covered Bonds (the Registered CB Conditions ) will specify the minimum denomination for the relevant Registered Covered Bonds, which will not be listed. Before the Maturity Date the Covered Bonds will be subject to mandatory and optional redemption in whole or in part in certain circumstances, as set out in Condition 7 (Redemption and Purchase). Each Series of Covered Bonds may be assigned on issue a rating as specified in the relevant Final Terms by one or more of Fitch Ratings Limited ( Fitch Ratings ), Moody s Investors Service ( Moody s ) and, together with Fitch to the extent that at the relevant time they provide ratings in respect of the then outstanding Covered Bonds, the Rating Agencies ). Covered Bonds to be issued under the Programme, if rated, are expected to be rated Baa2 by Moody s and/or BBB+ by Fitch Ratings, to the extent each such agency is one of the Rating Agencies. Where a Tranche or Series of Covered Bonds is to be rated, such rating will not necessarily be the same as the rating assigned to the Covered Bonds already issued. Whether or not a rating in relation to any Tranche or Series of Covered Bonds will be treated as having been issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 on credit rating agencies as amended (the CRA Regulation ) will be disclosed in the relevant Final Terms or in the Registered CB Conditions (as applicable). The credit ratings included or referred to in this Base Prospectus have been issued by Fitch or Moody s, each of which is established in the European Union and registered under the CRA Regulation as set out in the list of credit rating agencies registered in accordance with the CRA Regulation published on the website of the European Securities and Markets Authority ( ESMA ) pursuant to the CRA Regulation (for more information please visit the ESMA webpage http://www.esma.europa.eu/page/list-registered-and-certified-cras). In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation (and such registration has not been withdrawn or suspended). A security rating is not a recommendation to buy, sell or hold Covered Bonds and may be subject to suspension, revision or withdrawal by the assigning Rating Agency and each rating shall be evaluated independently of any other. An investment in Covered Bond issued under the Programme involves certain risks. Prospective investors should have regard to the risk and other factors described under the section headed Risk Factors in this Base Prospectus.
Joint Arrangers The Royal Bank of Scotland plc UBS Limited Dealers The Royal Bank of Scotland plc UBS Limited
RESPONSIBILITY STATEMENTS This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purposes of giving information which, according to the particular nature of the Covered Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantor and of the rights attaching to the Covered Bonds. The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. The Guarantor has provided the information under the section headed Description of the Guarantor and any other information contained in this Base Prospectus relating to itself and, together with the Issuer, accepts responsibility for the information contained in those sections. To the best of the knowledge of the Guarantor (having taken all reasonable care to ensure that such is the case), the information and data in relation to which it is responsible as described above are in accordance with the facts and do not contain any omission likely to affect the import of such information and data. The Issuer and the Guarantor are collectively referred to as the Responsible Persons. This Base Prospectus is to be read in conjunction with any supplement thereto and with all documents incorporated herein by reference (see the section headed Documents incorporated by reference, below). Full information on the Issuer, the Guarantor and any Series or Tranche of Covered Bonds is only available on the basis of the combination of this Base Prospectus, any supplements, the relevant Final Terms and the documents incorporated by reference. Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus (and, therefore, acting in association with the Issuer) in connection with an offer of Covered Bonds are the persons named in the applicable Final Terms as the relevant Dealer(s). Copies of the Final Terms will be available from the registered office of the Issuer and the specified office of the Principal Paying Agent (as defined below) and on the website of the Luxembourg Stock Exchange (www.bourse.lu). Capitalised terms used in this Base Prospectus shall have the meanings ascribed to them in the section headed Terms and Conditions of the Covered Bonds below, unless otherwise defined in the specific section of this Base Prospectus in which they are used. For ease of reference, the section headed Glossary below indicates the page of this Base Prospectus on which each capitalised term is defined. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Covered Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Seller, the Guarantor, the Joint Arrangers or any of the Dealers, the Representative of the Covered Bondholders or any party to the Transaction Documents (as defined in the Conditions). 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 // 3
supplemented or that there has been no adverse change in the financial position of the Issuer, the Seller or the Guarantor since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This Base Prospectus is valid for 12 months following its date of approval and it and any supplement hereto, as well as any Final Terms filed within these 12 months, reflects the status as of their respective dates of issue. The offering, sale or delivery of any Covered Bonds may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial condition of the Issuer or the Guarantor since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. To the fullest extent permitted by law, none of the Dealers, the Representative of the Covered Bondholders or the Joint Arrangers accept any responsibility for the contents of this Base Prospectus or for any other statement, made or purported to be made by the Joint Arrangers, the Representative of the Covered Bondholders or a Dealer or on its behalf in connection with the Issuer, the Seller the Guarantor, or the issue and offering of the Covered Bonds. The Joint Arrangers, 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 Joint Arrangers nor any Dealer nor the Representative of the Covered Bondholders has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, expressed or implied, is made and no responsibility or liability is accepted by the Joint Arrangers, 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 Joint Arrangers 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 Seller, the Joint Arrangers, 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 Joint Arrangers or the Representative of the Covered Bondholders undertakes to review the financial condition or affairs of the Issuer, the Seller 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 Joint Arrangers. 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. // 4
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. 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, 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, the Seller and the Guarantor. Each initial and subsequent purchaser of a Covered Bond will be deemed, by its acceptance of the purchase of such Covered Bond, to have made certain acknowledgements, representations and agreements intended to restrict the resale or other transfer thereof as set forth therein and described in this Base Prospectus and, in connection therewith, may be required to provide confirmation of its compliance with such resale or other transfer restrictions in certain cases. In this Base Prospectus, references to or euro or Euro or EUR are to the single currency introduced at the start of the Third Stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended; references to U.S.$ or U.S. Dollar are to the currency of the United States of America; references to CHF. are to the currency of Switzerland; references to Yen are to the currency of Japan; references to or UK Sterling are to the currency of the United Kingdom; references to Italy are to the Republic of Italy; references to laws and regulations are, unless otherwise specified, to the laws and regulations of Italy; and references to billions are to thousands of millions. Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which preceded them. The language of this Base Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. // 5
The Joint Arrangers are 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 Joint Arrangers 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 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. // 6
TABLE OF CONTENTS Page RESPONSIBILITY STATEMENTS... 3 RISK FACTORS... 8 GENERAL DESCRIPTION OF THE PROGRAMME...40 STRUCTURE DIAGRAM...87 DESCRIPTION OF THE ISSUER...88 DESCRIPTION OF THE GUARANTOR...143 DESCRIPTION OF THE ASSET MONITOR...146 DESCRIPTION OF THE COVER POOL COLLECTION AND RECOVERY PROCEDURES...147 CREDIT STRUCTURE...156 ACCOUNTS AND CASH FLOWS...166 DESCRIPTION OF THE TRANSACTION DOCUMENTS...171 SELECTED ASPECTS OF ITALIAN LAW...194 TERMS AND CONDITIONS OF THE COVERED BONDS...203 RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS...247 FORM OF FINAL TERMS...271 KEY FEATURES OF REGISTERED COVERED BONDS (NAMENSSCHULD VERSCHREIBUNGEN)..281 TAXATION IN THE REPUBLIC OF ITALY...283 LUXEMBOURG TAXATION...293 SUBSCRIPTION AND SALE...296 GENERAL INFORMATION...301 DOCUMENTS INCORPORATED BY REFERENCE...305 GLOSSARY...310 // 7
RISK FACTORS The Issuer and the Guarantor believe that the following factors may affect their ability to fulfil their obligations under the Covered Bonds issued under the Programme. All of these factors are contingencies which may or may not occur and neither the Issuer nor the Guarantor is in a position to express a view on the likelihood of any such contingency occurring. Factors which the Issuer and the Guarantor believe may be material for the purpose of assessing the markets risks associated with Covered Bonds issued under the Programme are also described below. The Issuer and the Guarantor believe that the factors described below represent the principal risks inherent in investing in Covered Bonds issued under the Programme, but the Issuer or the Guarantor may be unable to pay interest, principal or other amounts on or in connection with any Covered Bond for other reasons and the Issuer and the Guarantor do not represent that the statements below regarding the risks of holding any Covered Bonds are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus (including any documents incorporated by reference herein) and reach their own views prior to making any investment decision. 1 Factors that may affect the Issuer s ability to fulfil its obligations under or in connection with the Covered Bonds issued under the Programme Liquidity risks and risks associated with the European sovereign debt crisis The Banco Popolare Group's businesses are subject to risks concerning liquidity which are inherent in its banking operations and could affect the Banco Popolare Group s ability to meet its financial obligations as they fall due or to fulfil commitments to lend. In order to ensure that the Banco Popolare Group continues to meet its funding obligations and to maintain or grow its business generally, it relies on customer savings and transmission balances, as well as ongoing access to the wholesale lending markets. The ability of the Banco Popolare Group to access wholesale and retail funding sources on favourable economic terms is dependent on a variety of factors, including a number of factors outside of its control, such as liquidity constraints, general market conditions and confidence in the Italian banking system. In recent years, the current dislocation in the global and Italian capital markets and credit conditions has led to the most severe examination of the banking system's capacity to absorb sudden significant changes in the funding and liquidity environment in recent history, and has had an impact on the wider economy. Individual institutions have faced varying degrees of stress. Should the Banco Popolare Group be unable to continue to source a sustainable funding profile which can absorb these sudden shocks, the Banco Popolare Group s ability to find its financial obligations at a competitive cost, or at all, could be adversely affected. The global financial system still has to overcome some of the difficulties which began in August 2007 and which were intensified by the bankruptcy of Lehman Brothers in September 2008. Credit quality has generally declined, as reflected by the downgrades suffered by several countries in the Euro-zone, including Italy, since the start of the sovereign debt crisis. The large sovereign debts and/or fiscal deficits in certain European countries, including Italy, have in turn raised concerns regarding the financial condition of Euro-zone financial institutions and their exposure to such countries, which may in turn have an impact on Euro-zone banks' funding. In the last few years, several European countries including Greece, Cyprus, Ireland and Portugal have requested financial aid from European authorities // 8
such as the ECB and from the International Monetary Fund and are currently pursuing an ambitious programme of reforms (see: The Issuer's financial performance is affected by borrower credit quality and general economic conditions, in particular in Italy and Europe below). Lingering market tensions might affect negatively the global economy and hamper the recovery of the Euro-zone. Any deterioration of the Italian economy would have a material adverse effect on the Banco Popolare Group s business, in light of the Banco Popolare Group s significant exposure to the Italian economy. In addition, if any of the countries in which the Banco Popolare Group operates witnessed a significant deterioration in economic activity, the Banco Popolare Group s results of operations, business and financial condition would be materially and adversely affected. The Issuer s financial performance is affected by systemic risk In recent years, the global credit environment has been adversely affected by significant instances of default, and there can be no certainty that further such instances will not occur. Concerns about, or a default by, one institution could lead to significant liquidity problems, losses or defaults by other institutions because the commercial soundness of many financial institutions may be closely related as a result of credit, trading, clearing or other relationships between institutions. This risk is sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges with which the Issuer interacts on a daily basis and therefore could adversely affect the Issuer. Rising market tensions might affect negatively the funding costs and economic outlook of some euro member countries, like in the case of the four bailed out countries (Greece, Ireland, Portugal and Cyprus). This, together with the risk that some countries (even if not especially significant in terms of Gross Domestic Product) might leave the euro area, would have a material and negative impact on the Banco Popolare Group and/or on the Banco Popolare Group s clients, with negative implications for the Banco Popolare Group s business, results and the 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 might weigh on households disposable income and on corporate profits with negative implications for the Banco Popolare Group s business, results and financial position. This trend will likely continue in the coming quarters. For more information about the Group s exposure to sovereign debt securities (and in particular to the Italian government securities) please see the paragraph "Exposure to Sovereign Risk" in the section headed Description of the Issuer below (page 119). Any further deterioration of the Italian economy would have a material adverse effect on the Banco Banking Group s business, in light of the Banco Popolare Group s significant exposure to the Italian economy. Any further downgrade of the Italian sovereign credit rating or the perception that such a downgrade may occur may severely destabilise the markets and have a material adverse effect on the Group's operating results, financial condition, prospects as well as on the marketability of the Covered Bonds. This might also impact on the Group's credit ratings, borrowing costs and access to liquidity. A further downgrade of the Italian sovereign credit rating or the perception that such a downgrade may occur would be likely to have a material effect in depressing consumer confidence, restricting the availability, and increasing the cost, of funding for individuals and companies, depressing economic activity, increasing unemployment, reducing asset prices and consequently increasing the risk of a "double dip" recession. These risks are exacerbated by concerns over the levels of the public debt of, and the weakness of the economies in, Ireland, Greece, Portugal, Italy and Spain in particular and concerns regarding the overall stability of the euro. Further instability within these countries or other countries within the Euro-zone might lead to contagion. // 9
The European Central Bank s unconventional policy (including a security market programme and provision of liquidity via longer term refinancing operations with full allotment) 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 would impact negatively the value of sovereign debt instruments. This would have a materially negative impact on the Banco Popolare 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, global markets remain characterised by high uncertainty and volatility. Any further acceleration of the European sovereign debt crisis would likely significantly affect, among other things, the recoverability and quality of the sovereign debt securities held by the Banco Popolare Group as well as the financial resources of the Banco Popolare Group s clients holding similar securities. The occurrence of any of the above events could have a material adverse effect on the Banco Popolare Group s business, results and financial condition. The Issuer's financial performance is affected by borrower credit quality and general economic conditions, in particular in Italy and Europe The results of the Issuer may be affected by global economic and financial conditions. During recessionary periods, there may be less demand for loan products and a greater number of the Issuer s customers may default on their loans or their obligations. Interest rates rises may also have an impact on the demand for mortgages and other loan products. Fluctuations in interest rates in Italy and in the Euro-zone and in the other markets in which the Issuer operates may influence its performance. The Issuer monitors credit quality and manages the specific risk of each counterparty and the overall risk of the respective loan portfolios, and the Issuer will continue to do so, but there can be no assurance that such monitoring and risk management will suffice to keep the Issuer s exposure to credit risk at acceptable levels. Any deterioration of the creditworthiness of significant individual customers or counterparties, or of the performance of loans and other receivables, as well as wrong assessments of creditworthiness or country risks may have a material adverse effect on the Issuer s business, financial condition and results of operations. These risks are exacerbated by concerns over the recent crisis involving certain Euro-zone countries (i.e. Greece, Portugal, Ireland and Cyprus) and the levels of the public debt of other certain Euro-zone countries and their relative weaknesses. In particular, in the last years, Greece, Ireland, Portugal and Cyprus have requested financial aid from European authorities and from the International Monetary Fund and have started an ambitious programme of reforms. In March 2012, Greece has restructured its debt after inserting retroactively the so-called Collective Action Clauses. The decision represented a credit event and has triggered credit default swaps. While the risk that debt restructuring may also be required in other countries has significantly diminished after the European Central Bank s has launched the "Outright Monetary Transactions" policy, it has not completely faded. Governmental and central banks actions intended to support liquidity may be insufficient or discontinued In response to the financial markets crisis, the reduced liquidity available to market operators in the industry, the increase of risk premiums and the capital requirements demanded by investors, intervention with respect to the level of capitalisation of banking institutions has had to be further increased. In many // 10
countries, this has been achieved through support measures for the financial system and direct intervention by governments in the share capital of the banks in different forms. In order to technically permit such government support, financial institutions were required to pledge securities deemed appropriate by different central financial institutions as collateral. The unavailability of liquidity through such measures, or the decrease or discontinuation of such measures by governments and central authorities could result in increase difficulties in procuring liquidity in the market and/or result in higher costs for the procurement of such liquidity, thereby adversely affecting the Banco Popolare Group s business, financial condition and results of operations. Competition In recent years the Italian banking sector has been characterised by ever increasing competition which, together with the level of interest rates, has caused a sharp reduction in the difference between borrowing and lending rates and subsequent difficulties in maintaining a positive growth trend in interest rate margins. In particular, such competition has had two main effects: (a) (b) a progressive reduction in the differential between lending and borrower interest rates, which may result in the Issuer facing difficulties in maintaining its actual rate of growth in interest rate margins; and a progressive reduction in commissions and fees, particularly from dealing on behalf of third parties and orders collection, due to competition on prices. Both of the above factors may adversely affect the Issuer's financial condition and result of operations. In addition, downturns in the Italian economy could add to the competitive pressure through, for example, increased price pressure and lower business volumes for which to compete. Impact of events which are difficult to anticipate The Banco Popolare Group '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 regulation, changes in the policies of central banks, particularly the Bank of Italy and the European Central Bank, and competitive factors, at a regional, national and international level. Each of these factors can change the level of demand for the Banco Popolare Group s products and services, the credit quality of borrowers and counterparties, the interest rate margin of the Banco Popolare Group between lending and borrowing costs and the value of the Banco Popolare Group s investment and trading portfolios. Credit risk The Banco Popolare Group s business depends to a substantial degree on the creditworthiness of its customers. Notwithstanding its detailed controls including customer credit checks, it bears normal lending risks and thus may not, for reasons beyond its control (such as, for example, fraudulent behaviour by customers), have access to all relevant information regarding any particular customer, their financial position, or their ability to pay amounts owed or repay amounts borrowed. Any failure of customers to accurately report their financial and credit position or to comply with the terms of their agreements or other contractual provisions could have an adverse effect on the Banco Popolare Group s business and financial results. During a recession, there may be less demand for loan products and a greater number of Banco Popolare Group customers may default on their loans or other obligations. Interest rate rises may also have an impact on the demand for mortgages and other loan products. The risk arising from the impact of the economy and business climate on the credit quality of the Banco // 11
Popolare Group s borrowers and counterparties can affect the overall credit quality and the recoverability of loans and amounts due from counterparties. In addition, the continued liquidity crisis in other affected economies may create difficulties for the Banco Popolare Group s borrowers to refinance or repay loans to the Banco Popolare Group loan portfolio and potentially increase the Banco Popolare Group non-performing loan levels. Market risk To the extent that any of the instruments and strategies used by the Banco Popolare Group to hedge or otherwise manage its exposure to credit or market risk are not effective, the Banco Popolare Group may not be able to mitigate effectively its risk exposure in particular market environments or against particular types of risk. The Banco Popolare Group s trading revenues and interest rate risk are dependent upon its ability to identify properly, and mark to market, changes in the value of financial instruments caused by changes in market prices or interest rates. The Banco Popolare Group s financial results also depend upon how effectively the Banco Popolare Group determines and assesses the cost of credit and manages its own credit risk and market risk concentration. Changes in interest rates Fluctuations in interest rates in Italy influence the Banco Popolare Group s financial performance. The results of the Banco Popolare Group s banking operations are affected by the Banco Popolare Group s 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 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 Banco Popolare Group s financial condition or results of operations. Rising interest rates in line with the yield curve can increase the Banco Popolare 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 Banco Popolare Group s assets at a rate which may not correspond to the decrease in the cost of funding. Market decline and volatility The results of the Banco Popolare Group are affected by general economic, financial and other business conditions. During a recession, there may be less demand for loan products and a greater number of the Banco Popolare 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. The risk arising from the impact of the economy and business climate on the credit quality of the Banco Popolare Group s borrowers and counterparties can affect the overall credit quality and the recoverability of loans and amounts due from counterparties. Protracted market decline and reduced liquidity in the markets In some of the Banco Popolare Group s businesses, 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 Banco Popolare Group cannot close out deteriorating positions in a timely way. This may especially be the case for assets that were initially in an illiquid market. The value of assets that are not traded on stock exchanges or other public trading markets, such as derivatives contracts between banks, may be calculated by the Banco Popolare Group using models other than publicly // 12
quoted prices. Monitoring the deterioration of the prices of assets like these is difficult and failure to do so effectively could lead to unanticipated losses. This in turn could adversely affect the Banco Popolare Group s results of operations and financial condition. In addition, protracted or steep declines in the stock or bond markets in Italy and elsewhere may adversely affect the Banco Popolare Group s securities trading activities and its asset management services, as well as the Banco Popolare Group s investments in and sales of products linked to the performance of financial assets. Soundness of financial institutions The Banco Popolare Group is exposed to many different industries and counterparties in the normal course of its business, but its exposure to counterparties in the financial services industry is particularly significant. This exposure can arise through trading, lending, deposit-taking, clearance and settlement and many other activities and relationships. These counterparties include brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. Many of these relationships expose the Banco Popolare Group to credit risk in the event of default of a counterparty or client. In addition, the Banco Popolare Group credit risk may be exacerbated when the collateral it holds cannot be realised or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure it is due. Many of the hedging and other risk management strategies utilised by the Banco Popolare Group also involve transactions with financial services counterparties. The potential of insolvency of these counterparties may impair the effectiveness of the Banco Popolare Group s hedging and other risk management strategies. Value of financial instruments recorded at fair value Under IFRS, the Banco Popolare Group recognises at fair value: (i) financial instruments classified as "held-for-trading" or "designated as at fair value through profit or loss", (ii) financial assets classified as "available for sale" and (iii) derivatives, each as further described in "Accounting Policies" in the notes to the audited consolidated annual financial statements of the Issuer for the years ended 31 December 2012 and 31 December 2013, which are incorporated by reference in this Prospectus. Generally, in order to establish the fair value of these instruments, the Banco Popolare Group relies on quoted market prices or, where the market for a financial instrument is not sufficiently active, internal valuation models that utilise observable market data. In certain circumstances, the data for individual financial instruments or classes of financial instruments utilised by such valuation models may not be available or may become unavailable due to changes in market conditions. In such circumstances, the Banco Popolare Group internal valuation models require the Banco Popolare Group to make assumptions, judgments and estimates in order to establish fair value. In common with other financial institutions, these internal valuation models are complex, and the assumptions, judgments and estimates the Banco Popolare Group is required to make often relate to matters that are inherently uncertain. Such assumptions, judgments and estimates may need to be updated to reflect changing trends and market conditions. The resulting change in fair values of the financial instruments could have a material adverse effect on the Banco Popolare Group s earnings and financial condition. Information about the shareholding in the Bank of Italy In January 2014 the Italian Parliament passed a law on the valuation of the stakes in the Bank of Italy based on a valuation of Euro 7.5 billion for 100 per cent., also considering the valuation performed by a panel of experts on behalf of the Bank of Italy using a long term Dividend Discount Model. According to the Law Decree 133/2013, if shares are sold in excess of 3 per cent., they have to be sold to investors having certain characteristics and the Bank of Italy may facilitate the creation of a market with temporary buy backs. Shares in excess of 3 per cent. will not carry right to the dividend after 3 years. // 13
At 31 December, 2013, Banco Popolare held a 1.22 per cent. stake, reported at historical cost of Euro 36.5 million as an available-for-sale security prior to valuation. The net capital gain booked in the fourth quarter 2013 profit and loss ( P&L ) is equal to approximately Euro 48.2 million (after Euro 7.0 million tax), generating +12 bps on CET1 ratio (Basel 3 fully loaded), leading to a CET1 ratio (Basel 3 fully loaded) of 7,3 per cent. The Basel 3 CET1 ratio is equal to 7,3 per cent. The gain from the valuation of the stake in the Bank of Italy has an impact on Core Tier 1 ratio under Basel 2.5 of +4 bps as of December 2013. With respect to the above mentioned net capital gain equal to Euro 48.2 million (Euro 55.2 million before relevant taxes) since the competent national and international authorities are still carrying out indepth analysis regarding the application of the IAS/IFRS to the transaction, a different interpretation of the accounting principles different from the approach adopted could arise, determining, at the same the overall profitability, the allocation of the evaluation benefit to net equity and not to income statement. In case of valuation at net equity the net loss at group level would be higher by Euro 48.2 billion in the fourth quarter 2013 and in the full year 2013, while the CET1 ratio fully anticipating Basel 3 effects would remain unchanged at 7.3 per cent. (CET1 ratio phased-in would become 10.0 per cent.). As at 31 March 2014, the new stakes in the Bank of Italy remain classified in the available-for-sale investments portfolio for a value of Euro 91.7 million. On 23 June 2014, Law No. 89/2014 converting Law Decree No. 66 of 24 April 2014 has been published in the Official Gazette, providing for the increase of the tax rate applicable to the higher value of the new stakes in the Bank of Italy (from 12 per cent. to 26 per cent.). Such tax rate increase will result in an additional tax charge, equal to approximately Euro 14.5 million, that will be accounted in the financial statements as at 30 June 2014. For further information, see Change in the stakes held in the share capital of the Bank of Italy in the section headed Description of the Issuer below. Risk management and exposure to unidentified or unanticipated risks The Banco Popolare Group has devoted significant resources to developing policies, procedures and assessment methods to manage market, credit, liquidity and operating risks and intends to continue to do so in the future. Nonetheless, the Banco Popolare Group s risk management techniques and strategies may not be fully effective in mitigating its risk exposure in all economic market environments or against all types of risks, including risks that the Banco Popolare Group fails to identify or anticipate. If existing or potential customers believe that the Banco Popolare Group s risk management policies and procedures are inadequate, the Banco Popolare Group s reputation as well as its revenues and profits may be negatively affected. Operational risk The Banco Popolare Group, like all financial institutions, is exposed to many types of operational risk, including the risk of fraud by employees and outsiders, unauthorised transactions by employees or operational errors, including errors resulting from faulty information technology or telecommunication systems. The Banco Popolare Group s systems and processes are designed to ensure that the operational risks associated with the Banco Popolare Group s activities are appropriately monitored. Any failure or weakness in these systems, however, could adversely affect the Banco Popolare Group s financial performance and business activities. Risks connected to a potential rating downgrade Banco Popolare is rated by Fitch Limited Italia - Società Italiana per il Rating S.p.A. ( Fitch ) and by Moody s Investors Service Ltd ( Moody s ), each of which is established in the European Union and registered under Regulation (EC) No 1060/2009 on credit rating agencies as amended by Regulation // 14