Commentary & Deal Flow

Launched: PerpNC5.3: €500m @ 6.20% - Books > €2bn
IPTs: PerpNC5.3: 6.625%a (semi-annual coupon)

• Issuer: BPER Banca S.p.A. (Ticker: BPEIM)
• Long-term Issuer Ratings (Moody’s / S&P / Fitch / DBRS): Baa2 (Stable) / BBB (Stable) / BBB (Positive) / BBB H (Stable)
• Expected Issue Ratings (Moody’s / DBRS): Ba2 / BB
• Notes: EUR Additional Tier 1 Notes (the “Notes”)
• Format: Reg S, Dematerialised Form
• Status: Direct, unsecured and subordinated obligations of the Issuer ranking pari passu without any preference among themselves and shall rank:
  whilst the Notes constitute, fully or partially, Additional Tier 1 Capital:
  junior to all present or future unsecured and unsubordinated obligations of the Issuer (including depositors of the Issuer), the Issuer's obligations in respect of any Tier 2 Instruments and any other present or future subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, senior to the Notes (including any subordinated instruments that have ceased to qualify in their entirety as Own Funds);
  pari passu among themselves and with any other present or future obligations of the Issuer which do not rank, or are not expressed by their terms to rank, junior or senior to the Notes (including Additional Tier 1 instruments); and
  senior to any present or future obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Notes (including, without limitation, the claims of the shareholders of the Issuer and any other obligations under instruments or items included in the CET1 capital of the Issuer).
  if and when the Notes are fully excluded from Additional Tier 1 Capital but so long as they constitute, fully or partly, Tier 2 Capital:
  junior to (i) all present or future unsecured and unsubordinated obligations of the Issuer (including depositors of the Issuer) and (ii) any other present or future unconditional, unsecured and subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, senior to the Notes (including any subordinated instruments that have ceased to qualify in their entirety as Own Funds);
  pari passu with (i) the Issuer's obligations in respect of any Tier 2 Instruments, save to the extent any such subordinated obligation rank, or are expressed to rank, senior or junior to the Notes; and (ii) any securities or other obligations of the Issuer that rank, or are expressed to rank, in liquidation or bankruptcy of the Issuer, pari passu with Tier 2 Capital; and
  senior to any present or future obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Notes (including, without limitation, the claims of the shareholders of the Issuer and any other present or future obligations under instruments or items included in the CET1 capital of the Issuer, or under Additional Tier 1 instruments).
  if and when the Notes are fully excluded from Additional Tier 1 Capital and Tier 2 Capital:
  junior to all present or future unsecured and unsubordinated obligations of the Issuer (including depositors of the Issuer) and any other present or future unconditional, unsecured and subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, senior to subordinated instruments that have ceased to qualify in their entirety as Own Funds;
  pari passu with all other present or future subordinated obligations of the Issuer that have ceased to qualify, in their entirety, as Own Funds and with all other subordinated obligations of the Issuer that have such ranking; and
  senior to any present or future subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Notes (including, without limitation, the claims of the shareholders of the Issuer, Additional Tier 1 instruments and Tier 2 Instruments)
• Waiver of set-off: Each holder of a Note unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of such Note. There is no negative pledge in respect of the Notes
• Size: €500m
• Pricing Date: 19-May-26
• Settlement Date: 26-May-26 (T+5)
• Maturity: Perpetual
• First Call Date: 26-Sep-31
• First Reset Date: 26-Sep-31
• Coupon: Fixed rate of 6.20% per annum until the First Reset Date and thereafter reset every 5 years (the “Reset Date”) to the sum of (i) the 5-year Mid-Swap Rate in relation to the Reset Interest Period and (ii) the Margin, first calculated on an annual basis and then converted to a semi-annual rate in accordance with market convention. Coupons are non-cumulative
• Interest Payment Dates: In arrears on 26 March and 26 September in each year, starting on 26-Sep-26 as short first period
• Business day count convention: Actual/Actual (ICMA)
• Discretionary Interest Payments: Interest on the Notes will be due and payable only at the sole discretion of the Issuer, and the Issuer shall have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) for an unlimited period and on a non-cumulative basis any interest payment that would otherwise be payable on any Interest Payment Date
• Mandatory Cancellation of Interest: Mandatory cancellation upon (i) insufficient Distributable Items, (ii) if payment would cause the Maximum Distributable Amount to be exceeded, (iii) if ordered by the Relevant Authority, or (iv) upon occurrence of a Trigger Event
• Redemption at the Option of the Issuer: "Optional Redemption Date (Call)" means the First Reset Date and any Interest Payment Date thereafter.
  On any Optional Redemption Date (Call), the Issuer may, having given not less than 10 nor more than 30 days' notice to the Paying Agent and not less than 5 nor more than 30 days' notice to the Noteholders in accordance with Condition 13 (Notices), redeem all of the Notes then outstanding at their Outstanding Principal Amount together with accrued and unpaid interest (if any and excluding any interest cancelled in accordance with Condition 5 (Interest Cancellation)) to (but excluding) the date of redemption and additional amounts (if any) due and payable pursuant to Condition 9 (Taxation)
• Clean-up Call: If at least 75% of the initial aggregate principal amount of the Notes has been purchased by, or on behalf of the Issuer and cancelled, the Notes may be redeemed at the option of the Issuer in whole or in part, at any time having given not less than 10 nor more than 30 days' notice to the Paying Agent and not less than 5 nor more than 30 days' notice to the Noteholders in accordance with Condition 13 (Notices), at their Outstanding Principal Amount together with accrued and unpaid interest (if any and to the extent not cancelled pursuant to Condition 5 (Interest cancellation)) to (but excluding) the date of redemption and additional amounts (if any) due and payable pursuant to Condition 9 (Taxation)
• Redemption due to a Regulatory Event: “Regulatory Event" means any change (or pending change which the Relevant Authority considers to be sufficiently certain) in the regulatory classification of the Notes from their classification on the Issue Date that would result or be likely to result in their exclusion from the Issuer’s Additional Tier 1 Capital, or a reclassification into a lower quality form of Own Funds.
  Upon the occurrence of a Regulatory Event, the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time having given not less than 10 nor more than 30 days' notice to the Paying Agent and not less than 5 nor more than 30 days' notice to the Noteholders in accordance with Condition 13 (Notices). Redemption is at the Outstanding Principal Amount of the Notes together with accrued and unpaid interest thereon (if any and excluding any interest cancelled in accordance with Condition 5 (Interest Cancellation)) to (but excluding) the date of redemption and additional amounts (if any) due and payable pursuant to Condition 9 (Taxation)
• Redemption for tax reasons: Upon the occurrence of a Tax Event, the Notes may be redeemed at the option of the Issuer in whole or, to the extent permitted under Applicable Banking Regulations, in part, at any time having given not less than 10 nor more than 30 days' notice to the Paying Agent and not less than 5 nor more than 30 days' notice to the Noteholders in accordance with Condition 13 (Notices)
• Modification: Where (i) a Regulatory Event, a Tax Event or an Alignment Event has occurred and is continuing, and/or (ii) in order to ensure the effectiveness and enforceability of the Italian Bail-In Power in accordance with Condition 17 (Contractual Recognition of Statutory Bail-In Power) or in accordance with applicable law, the Issuer shall be entitled to modify the Conditions, in accordance with and subject to the conditions set out in Condition 14 (Meetings of Noteholders, Modification and Waiver). Modifications are allowed if deemed as not materially prejudicial to interests of the Noteholders (in the opinion of the Issuer).
  An "Alignment Event" will be deemed to have occurred if, as a result of a change in or amendment to the Applicable Banking Regulations or interpretation thereof, at any time after the Issue Date, the Issuer would be able to issue a capital instrument qualifying as Additional Tier 1 Capital that contains one or more provisions that are, in the reasonable opinion of the Issuer, different in any material respect from those contained in the Conditions
• Trigger Event: Any time that the CET1 Ratio of either the Issuer on a solo basis, or the Group on a consolidated basis (as the case may be) on such date is less than the Trigger Level (5.125%)
• Write-Down following a Trigger Event: If at any time a Trigger Event occurs, the Issuer shall without delay notify the Relevant Authority and, in accordance with Condition 13 (Notices), the Holders and shall irrevocably and mandatorily (without any requirement for the consent or approval of the Holders) write down the Outstanding Principal Amount of each Note (in whole or, as applicable, in part), with effect as from the Write-Down Effective Date in accordance with Condition 6.2 (Effect of Trigger Event). The Write-Down Amount would be calculated on a pro-rata basis with other Loss Absorbing Instruments until the CET1 Ratio of the Issuer and/or the Group is restored to the Trigger Level
• Principal reinstatement: Provided that a positive Net Income or Consolidated Net Income has been recorded, its Outstanding Principal Amount may (at the discretion of the Issuer) be increased up to a maximum of its Original Principal Amount (a "Principal Reinstatement") on a pro rata basis with other Loss Absorbing Written-Down Instruments (based on their then prevailing Outstanding Principal Amount), in accordance with (and subject to the limits of) the provisions of Condition 6.3 and the Applicable Banking Regulations
• Contractual recognition of statutory bail-in power: Each Noteholder, by virtue of its acquisition of the Notes agrees to be bound by the effects of the exercise of the Italian Bail-in Power by the Relevant Authority as per Condition 17
• Use of Proceeds: The net proceeds from the issue of the Notes will be applied by the Issuer for its general corporate purposes
• Listing: Luxembourg Euro MTF
• Clearing: Monte Titoli
• Denominations: €200k + €1k
• Governing Law: Italian Law
• Documentation: Standalone. Preliminary Prospectus dated [●]
• EU MiFID II and UK MiFIR Target Market: The target market for the Notes is eligible counterparties and professional clients only, each as defined in EU MiFID II and UK MiFIR. No key information document required by the EU PRIIPs or UK DISC Regulation for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the UK has been prepared
• Selling Restrictions: The Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except in certain transactions exempt from the registration requirements of the Securities Act
• Structuring Advisor and Global Coordinator: UBS Europe SE
• Joint Bookrunners: Barclays (B&D), BNP Paribas, Deutsche Bank, Goldman Sachs International, UBS Europe SE, UniCredit
• ISIN: IT0005710469
• LEI: N747OI7JINV7RUUH6190
• Marketing materials: NetRoadshow:
  Link: https://www.netroadshow.com
  Entry Code: 567133
  Direct Link: https://www.netroadshow.com/nrs/home/#!/?show=25a8f2ae
  Any information contained in or accessible through any website, including all of the above, does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities and does not form a part of the Prospectus, unless specifically stated in the Prospectus (or in any document incorporated or deemed to be incorporated by reference) that all or any portion of such information is incorporated by reference in the Prospectus
• Timing: Books open, today’s business
• Books Close: 12.45 UKT / 13.45 CET