Banco Popolare - Società Cooperativa – Registered Office in Verona, Piazza Nogara 2, 37121 Verona - tax code and registration no. in
the Verona Enterprise Registry 03700430238 – share capital as at 27 March 2014: Euro 4,294,149,886.83 fully paid-up –ABI Code
05034 - Registered in the Banks Registry – Parent company of the Banco Popolare Banking Group – Member of the Interbank Deposit
Protection Fund and the National Guarantee Fund– website: www.bancopopolare.it
NOTICE OF PUBLICATION OF THE PROSPECTUS FOR THE RIGHTS ISSUE OFFERING AND
LISTING OF MAX. NO. 166,473,775 BANCO POPOLARE COMMON SHARES
Banco Popolare – Società Cooperativa ("Banco Popolare", the "Company" or the "Issuer") herewith announces
that on 27 March 2014 with protocol no. 0023960/14 Consob approved the publication of the prospectus (the
"Prospectus") for (i) the rights issue offering of no. 166,473,775 Banco Popolare common shares (the "BP
Shares") and (ii) the admission to listing on the screen-based stock market MTA (Mercato Telematico
Azionario) organized and managed by Borsa Italiana S.p.A..
The Prospectus, containing the investment details, is made available at the registered office of the Issuer, in
Verona, Piazza Nogara no. 2, as well as in electronic format on the Company’s website: www.bancopopolare.it.
The Prospectus shall be available to the public throughout the offering period (the "Rights Offering" or
"Offering”).
The compliance with the Prospectus publication requirements shall not be construed as an opinion by CONSOB
on the appropriateness of the proposed investment and on the merit of the data and information therein
contained.
For a correct evaluation of the investment, shareholders are invited to assess the specific risk factors associated
with the Issuer and the Group, with the sector they operate in and with the Banco Popolare common shares under
the Offering, as described in the Prospectus.
RIGHTS OFFERING DESCRIPTION
The Rights Offering consists in the issue by the Issuer of max. no. 166,473,775 BP Shares, without par value, to
be offered to the shareholders of the Issuer based on a ratio of no. 17 BP Shares for every no. 18 Banco Popolare
common shares.
The issue of BP Shares has been approved by the Board of Directors on 4 and 27 March 2014, in application of
the delegated powers granted by the Shareholders under art. 2443 of the Civil Code during the Extraordinary
General Meeting held on 1 March 2014.
More specifically, on 27 March 2014 the Board of Directors decided : (i) to unconditionally increase the share
capital by up to a max. amount of Euro 1,498,263,975 in one single tranche, to be fully recognized as share
capital, by issuing max . no. 166,473,775 BP Shares and (ii) to set the rights ratio at no. 17 BP Shares for every
no. 18 Banco Popolare common shares held (the "Rights").
OFFERING PRICE
The BP Shares will be offered for subscription at a price of Euro 9.00 each, as defined by the Board of Directors
on 27 March 2014.
PURCHASE AND DELIVERY OF BP SHARES
Upon subscribing, investors must pay the full amount of the BP Shares to the authorized broker with which the
subscription application has been filed based on the exercise of existing Rights. No extra costs or charges are to
be borne by investors.
The BP Shares subscribed within the end of the Exercise Period (as defined below) will be deposited on the
accounts of the intermediaries members of Monte Titoli S.p.A.’s centralized management system at the end of
the accounting day of the last Exercise Period day, and shall therefore be available as of the following liquidation
day.
EXERCISE PERIOD
The Rights Offering comes into effect starting on 31 March 2014 and closes on 17 April 2014 included (the
"Exercise Period"). Rights must be taken up during the Exercise Period, failing which they lapse, through the
depository intermediaries members of the centralized management system, who in turn must submit the relevant
instructions to Monte Titoli by 15:30 of the last day of the Exercise Period. Each subscriber must therefore file a
subscription application according to the procedures and terms defined by their depository intermediaries, so as
to guarantee that the above deadline is complied with.
Rights can be traded on the stock market between 31 March 2014 and 10 April 2014 included.
Rights that have not been exercised by the end of the Exercise Period will be offered on the screen-based stock
market MTA (Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. (the "MTA") by
Banco Popolare – Società Cooperativa within the month following the end of the Exercise Period, for at least
five days of open market pursuant to art. 2441, paragraph 3, of the Civil Code (the “Stock Market Offering").
The opening and closing dates of the Stock Market Offering period will be communicated to the public with a
specific notice.
ADMISSION TO LISTING
The Banco Popolare common shares are admitted to listing on the MTA. In compliance with article 2.4.1 of the
Regulation of markets organized and managed by Borsa Italiana S.p.A., the BP Shares will be automatically
traded on the same market on which the Banco Popolare shares are being traded at the time of issuance.
UNDERWRITING
The Rights Offering is sponsored by an underwriting syndicate led and coordinated by Mediobanca – Banca di
Credito Finanziario S.p.A. and UBS Investment Bank acting as Joint Global Coordinators. As part of the
underwriting syndicate led and coordinated by Mediobanca – Banca di Credito Finanziario S.p.A. and UBS
Investment Bank, Banca IMI, BofA Merrill Lynch, BNP PARIBAS, Nomura and UniCredit Corporate &
Investment Banking will act as Joint Bookrunners, while BBVA, Banco Santander, Commerzbank, Crédit
Agricole CIB, HSBC, ING Bank, Natixis, Société Générale and VTB will be Co-Bookrunners, and ABN
AMRO, Banca Akros, Equita SIM, RBC and Keefe, Bruyette & Woods will be Co-Lead Managers.
Verona, 29 March 2014