Banco Popolare Societa Cooperativa : Disclosure regarding BP 2011/2014 StepUp BancoPosta Serie 1 (.pdf - 81 Kb )

NEWS RELEASE

Disclosure pursuant to art. 114, paragraph 5, of Lgs. Decree n.

58/1998 «Banco Popolare 2011/2014 "StepUp BancoPosta" Serie 1» bond

Verona, 20 January 2012 - Banco Popolare Società Cooperativa (« Banco Popolare»), in its capacity as issuing entity pursuant to and by effect of Consob's communication n. DEM/DME/9053316 of 8th June 2009, in compliance with art.114, paragraph 5, Lgs. D. n. 58/1998, in keeping with the procedures set forth in Section III, Title II, Chapter I of Consob's resolution n. 11971 of 14th May 1999 and following amendments, hereby announces that
WHEREAS
1. Banco Popolare issued and Poste Italiane S.p.A. - Società con socio unico
Patrimonio BancoPosta - (hereinafter "Poste Italiane S.p.A) distributed the
«Banco Popolare 2011/2014 "StepUp BancoPosta" Serie 1» bonds ISIN IT0004703309 (hereinafter the "Bonds");
2. Poste Italiane S.p.A. signed a distribution agreement with Banco Popolare backed by a liquidity support mechanism and buyback obligations for the
issuer;
3. the intermediaries who are to support liquidity are the counterparties who have entered the bond hedging swap contracts with Banco Popolare (hereinafter "Price Makers");
4. Poste Italiane S.p.A. shall select from among them one or more intermediaries
that shall act as Price Makers based on a repurchase agreement with Banca
Aletti & C. S.p.A., a bank belonging to Banco Popolare Banking Group, according to which the latter undertakes to repurchase up to 14% of the amount of distributed Bonds (hereinafter the Maximum Repurchasable Amount) at a bid price reflecting, in terms of interest rate spread, the issuer's creditworthiness at the time of the issue (hereinafter "at-issue spread Price Makers");
5. the other intermediaries, on indication of Poste Italiane S.p.A., can quote bid prices based on market rates ("at-market rate Price Makers");
6. the at-issue spread Price Makers shall purchase the Bonds on the market at the price conditions set forth in their mandate assigned by Poste Italiane
S.p.A. up to the above specified percentage in the event that:
(a) the issuer's creditworthiness deteriorates with respect to the Bond issue date; or
(b) the issuer's creditworthiness does not deteriorate with respect to the Bond issue date, but the price quoted by the at-market rate Price Makers is lower than that quoted by the at-issue spread Price Makers;
7. during the Bond life, Poste Italiane S.p.A. can replace each Price Maker with, or add one or more additional Price Makers, based on the best quote criterion;

PRESS RELATIONS

Tel. [phone]/120/121 [e-mail]

INVESTOR RELATIONS Tel. [phone] [e-mail] (IR section)

8. on 3 November 2011, the market has been informed of the presence of MPS Capital Services Banca per le Imprese S.p.A. and of Banca Aletti & C. S.p.A. as at-issue spread Price Makers, and of the achievment, as of 2 November 2011, of the 25% threshold of the Maximum Repurchasable Amount of Bonds at the price reflecting, in terms of interest rate spread, Banco Popolare's creditworthiness at the time of the Bond issue;
THEREFORE
on 17 January 2012 MPS Capital Services Banca per le Imprese S.p.A and Banca Aletti
& C. S.p.A. were operating on the Mercato Telematico delle Obbligazioni (MOT), as at-issue Spread Price Makers, and Euro 17,317,000 worth of Bonds were purchased, at a price reflecting, in terms of interest rate spread, Banco Popolare's creditworthiness at the time of the Bond issue.
The repurchased amount accounts for 50.56% of the Maximum Repurchasable Amount - corresponding to Euro 34,248,480 - at a price reflecting, in terms of interest rate spread, Banco Popolare's creditworthiness at the time of the Bond issue.
On 17 January 2012, the value of the 3-year Banco Popolare CDS (Credit Default

Swap) was 791 bps; this same indicator on the bond issue date was 239 bps.

Banco Popolare, or the entities specifically appointed by the latter, shall inform the market when, as a result of purchases by at-issue spread Price Makers, the 75% and
100% thresholds of the Maximum Repurchasable Amount Bonds at the above described pricing conditions are reached.
When the at-issue spread Price Makers reach the amount of purchasable Bonds corresponding to the Maximum Repurchasable Amount at the above described price conditions, the bid price quoted by the Price Makers on the listing or trading market shall reflect all market conditions, including the creditworthiness of Banco Popolare at that time, and may be lower than the at-issue spread price.
*****
For further information on the bonds issued, please read the prospectus available on the websites of Borsa Italiana www.borsaitaliana.itand of the issuer www.bancopopolare.it

PRESS RELATIONS

Tel. [phone]/120/121 [e-mail]

INVESTOR RELATIONS Tel. [phone] [e-mail] (IR section)