Commentary & Deal Flow

Reoffer: 4NC3: MS+70bp / 99.87 / 4.172%
Benchmark: 4NC3: OBL 2.1 12-Apr-29 #189 @ 97.27 / B+94.3bp

Tranche 1 (4NC3): Final Books over €1.6bn (excl. JLMs). Peak book over €1.9bn (excl. JLMs)

Launched: 4NC3: €500m @ MS+70bp - Books over €1.9bn (excl. JLMs)
Book Update: Orderbooks in excess of €1.5bn (excl. JLMs)
IPTs: 4NC3: MS+100a

• Issuer: BPER Banca S.p.A.
• Ticker: BPEIM
• Issuer LEI: N747OI7JINV7RUUH6190
• Issuer Ratings (Moody's / S&P / Fitch / DBRS): Baa2 ("Stable") / BBB ("Stable") / BBB ("Positive") / BBB (High) ("Positive")
• Expected Issue Ratings (S&P / Fitch / DBRS): BBB- / BBB- / BBB
• Notes: Fixed-to-Floating EUR Senior Non-Preferred Notes
• Format: Reg S, Dematerialised Note
• Status: Senior Non-Preferred Notes. The Notes will constitute direct, unconditional, unsecured and non-preferred obligations of the Issuer which will rank in the right of payment (a) junior to any present or future unsubordinated creditors (including depositors and holders of Senior Preferred Notes), (b) at all times pari passu amongst themselves and at least pari passu with all other present and future unsubordinated and non-preferred obligations of the issuer which do not rank or are not expressed by their terms or mandatory provisions of law to rank junior or senior to the Notes and (c) in priority to any present or future claims ranking junior to the Notes, including holders of Subordinated Notes and additional tier 1 notes and claims of shareholders of the Issuer Eligible liabilities instruments according to Article 72b CRR2
• Issue Size: €500m
• Pricing Date: 21-Sep-26
• Settlement Date: 28-Sep-26 (T+5)
• Maturity Date: 28-Sep-30
• Optional Redemption Date: 28-Sep-29
• Reoffer: MS+70bp / 4.172% / 99.87
• Benchmark: +94.3bp vs OBL 2.1 12-Apr-29 #189 (px 97.27). HR 117%
• Coupon: For the period from (and including) the Issue Date to (but excluding) 28-Sep-29 (Fixed Rate Period), a fixed rate of 4.125% per annum. Thereafter, if not redeemed by the Issuer on the Optional Redemption Date, resets to 3-month EURIBOR plus the Margin (Floating Rate Period)
• Acknowledgement of Statutory Bail-in Power: Each Noteholder acknowledges, accepts, consents to and agrees to be bound by the effects of the exercise of the Italian Bail-in Power by the Relevant Authority
• Waiver of Set-Off Rights: Applicable
• Interest Payment Dates: For the Fixed Rate Period: annually every 28 September, starting from 28-Sep-27 (First Interest Payment Date) until 28-Sep-29 For the Floating Rate Period: quarterly on 28-Dec-29, 28-Mar-30, 28-Jun-30 and on the Maturity Date
• Use of Proceeds: An amount equivalent to the net proceeds of the Notes will be allocated to finance and/or re-finance, in whole or in part, Eligible Green Assets, as defined within the Issuer's Green, Social and Sustainability Bond Framework dated May 2023 The Framework and the SPO are available on the Issuer’s website
• Redemption at the Option of the Issuer (Issuer Call): 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) (Redemption at the Option of the Issuer - Call Option) and 4(l) (Conditions to Redemption and Purchase of the Notes) of the Terms and Conditions of the Dematerialised Notes in the EMTN Programme Base Prospectus
• Redemption for MREL Disqualification Event: If, at any time, the Issuer determines that a MREL Disqualification Event has occurred, the Notes may be redeemed at the option of the Issuer, in whole, but not in part, at par, subject to the Relevant Authority granting permission, as required by the Applicable Banking Regulations and subject to Condition 4(c) (Redemption for regulatory reasons - Regulatory Call) and 4(l) (Conditions to Redemption and Purchase of the Notes) of the Terms and Conditions of the Dematerialised Notes in the EMTN Programme Base Prospectus
• Clean-up Redemption Call: Applicable (75%)
• Listing: Luxembourg Stock Exchange – Regulated Market
• Clearing: Euronext Securities Milano (Monte Titoli)
• Denominations: €150,000 and integral multiples of €1,000 in excess thereof
• Selling Restrictions: As per the Base Prospectus (Reg S, TEFRA rules not applicable. No communications with or into the U.S.)
• Governing Law: Italian Law
• Documentation: The Issuer’s €10bn EMTN Programme dated 10-Nov-25 and supplemented on 23-Mar-26, 18-May-26 and 11-Sep-26
• ISIN: IT0005730947
• GSS Co-ordinator: NatWest
• Joint Lead Managers: BBVA, Deutsche Bank, IMI-Intesa Sanpaolo, J.P. Morgan (B&D), NatWest, Société Générale
• Co-Lead Manager: Equita SIM
• Target Market: Manufacturers target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No EU PRIIPs key information document (KID) or UK disclosure document required by the FCA Product Disclosure Sourcebook (DISC) has been prepared as not available to retail in EEA and the UK
• Advertisement: 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 supplements and the Final Terms, when published, will be available at BPER BANCA SPA | LuxSE and on the Issuer’s website at EMTN Programme | BPER Banca |
• Books Subject: 12.30 UKT / 13.30 CET
• Timing: Priced. TOE 14:30 UKT. FTT 14:50 UKT.
• HR: 117% vs OBL 2.1% 12-Apr-29
• Hedge Deadline: 14.20 UKT 15.20 CET