| Issuer | BPER Banca S.p.A. (Ticker: BPEIM) |
| Issuer LEI | N747OI7JINV7RUUH6190 |
| Issuer Ratings | Ba1 (neg.) / BBB- (stable) / BBB (Moody’s / Fitch / DBRS) |
| Expected Issue Ratings | Ba1 / BB+ / BBB (low) (Moody’s / Fitch / DBRS) |
| Status of the Notes | Senior Non-Preferred Notes. The Notes will constitute direct, unconditional, unsecured and non-preferred obligations of the Issuer which will rank (a) after any present or future unsubordinated creditors (including depositors and holders of Senior Preferred Notes), (b) at least pari passu amongst themselves and with all other present and future unsubordinated and non-preferred obligations of the issuer which do not rank or are not expressed to rank junior or senior to Senior Non-Preferred Notes and (c) in priority to any present or future claims ranking junior to Senior Non-Preferred Notes, including holders of Subordinated Notes and claims of shareholders of the Issuer. Eligible liabilities instruments according to Article 72b CRR2 |
| Format | Reg S, Bearer Form, TEFRA D Rules apply, Dematerialised Note |
| Tenor | 6-year (callable in year 5) |
| Currency | Euro (“EUR”) |
| Nominal Amount | EUR Benchmark |
| Pricing Date | [4] September 2023 |
| Issue Date | [11] September 2023 (T+5) |
| Maturity Date | [11] September 2029 |
| Optional Redemption Date / Reset Date | [11] September 2028 |
| Redemption Amount | 100% |
| IPTs | MS+285 area bps |
| Coupon | [•]% payable annually in arrear on each Interest Payment Date until the Reset Date, Act/Act following unadjusted; thereafter, if not redeemed by the Issuer on the Reset Date resets to 3-month EURIBOR plus the Margin, payable in arrear on quarterly basis on each Interest Payment Date then applicable |
| Interest Payment Dates | [11] September in each year, commencing on [11] September 2024 to [11] September 2028 thereafter, if not redeemed by the Issuer on the Reset Date, on [11] December 2028, [11] March 2029, [11] June 2029 and [11] September 2029 |
| Day Count Fraction and Business Day Convention: | Actual/Actual ICMA, and Following Business Day Convention until the Reset Date; thereafter Actual/360, Modified Following Business Day Convention |
| Redemption at the Option of the Issuer | At par; €1,000 per Calculation Amount. The Issuer may redeem the Notes in whole, but not in part, on the Optional Redemption Date, subject to the Relevant Authority granting permission, as required by the Applicable Banking Regulations and subject to Condition 4(d) and 4(l) of the Terms and Conditions of the Dematerialised Notes in the EMTN Programme Base Prospectus |
| Statutory Bail-in Power | The Notes are subject to the exercise of the Italian Bail-in Power by the Relevant Authority |
| Early Redemption | Callable in whole for Tax Reasons and upon occurrence of a MREL/TLAC Disqualification Event (as described in Condition 4(b), 4(c) and 4(l) of the Terms and Conditions of the Dematerialised Notes in the EMTN Programme Base Prospectus) |
| Variation or substitution following a Tax Event or MREL Disqualification Event | Applicable |
| Waiver of Set-off Rights | Applicable |
| Events of Default | None. However, Noteholders may cause the Notes to become due and payable, together with any accrued interest, if any, if the Issuer becomes subject to Liquidazione Coatta Amministrativa as defined in Legislative Decree No. 385 of 1 September 1993 of the Republic of Italy |
| Documentation | BPER Banca €6bn EMTN Programme dated 22 November 2022 as supplemented on 29 November 2022 and 31 August 2023 |
| Governing Law | Italian Law |
| Selling Restrictions | As per Base Prospectus (RegS, TEFRA rules apply. No communications with or into the U.S.) |
| Denominations | EUR 150,000 x 1,000 |
| Listing | Luxembourg Stock Exchange Regulated Market |
| Clearing | Euronext Securities Milano |
| Use of Proceeds | The net proceeds will be used by the issuer in the ordinary course of its banking operations |
| Target Market | Manufacturer target market (MiFID II product governance and UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No EU or UK PRIIPs Key Information Document (KID) has been prepared as not available to retail in the EEA or in the UK. |
| Advertisements | This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The Base Prospectus and the supplement and the Final Terms, when published, will be available at https://www.bourse.lu/programme/Programme-BperBanca/11967 and on the Issuer’s website at https://istituzionale.bper.it/investor-relations/obbligazioni-e-prospetti/emtn-programme |
| Stabilisation | Relevant stabilization regulations apply, including FCA/ICMA |
| ISIN | IT[•] |
| Global Coordinators | Deutsche Bank, UBS (B&D) |
| Joint Bookrunners | BNP Paribas, IMI-Intesa Sanpaolo, J.P. Morgan, Mediobanca |
| Fees | The Joint Bookrunners will be paid a fee by the Issuer in connection with the transaction |
| Timing | Books open. Today’s business. |
