Obligation Banco BPI 0% ( PTBPM9OM0001 ) en EUR

Banco BPI

100 % ▲

Portugal

PTBPM9OM0001 ( en EUR )

16/04/2017 - Obligation échue

Prospectus brochure de l'obligation Banco BPI PTBPM9OM0001 en EUR 0%, échue

50 000 EUR

100 000 000 EUR

Banco BPI est une banque portugaise offrant une gamme de services financiers aux particuliers et aux entreprises, notamment des services de dépôt, de crédit, d'investissement et de gestion de patrimoine.

L'Obligation émise par Banco BPI ( Portugal ) , en EUR, avec le code ISIN PTBPM9OM0001, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/04/2017

BANCO BPI, S.A.
(incorporated with limited liability in the Republic of Portugal)
EUR 7,000,000,000 Euro Medium Term Note Programme
(the "Programme")
for the issue of Senior Notes, Dated Subordinated Notes, Undated Subordinated Notes and Undated Deeply
Subordinated Notes
This Base Prospectus has been approved by the Commission de surveillance du secteur financier (the "CSSF") of the
Grand Duchy of Luxembourg in its capacity as competent authority under Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and the Luxembourg act relating to
prospectuses for securities dated 16 July 2019 (loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et
portant mise en oeuvre du règlement (UE) 2017/1129). The CSSF only approves this Base Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the
CSSF should not be considered as an endorsement of the Issuer or of the quality of the Notes. Investors should make their
own assessment as to the suitability of investing in the Notes. The CSSF assumes no responsibility for the economic and
financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to
trading on the Bourse de Luxembourg (the regulated market of the Luxembourg Stock Exchange) and to be listed on the
Official List of the Luxembourg Stock Exchange (the "Official List"). Banco BPI, S.A. (the "Issuer") may request the
CSSF to provide competent authorities in host Member States within the European Economic Area (the "EEA") with a
certificate of approval attesting that this Base Prospectus has been drawn up in accordance with the loi relative aux
prospectus pour valeurs mobilières which implements the Prospectus Regulation into Luxembourg law. The Luxembourg
Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU (as amended "MiFID
II").
Details of the aggregate nominal amount of the Notes, interest (if any) payable in respect of the Notes and the issue price
of the Notes for each Tranche of Notes will be set out in the relevant Final Terms which, with respect to Notes to be
admitted to the Official List and to trading on the Luxembourg Stock Exchange, will be delivered to the CSSF and the
Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for a period of twelve months
from the date of approval until 17 November 2023 in relation to Notes which are to be admitted to trading on a
regulated market in the EEA. The obligation to supplement this Base Prospectus in the event of a significant new factor,
material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
The Notes will be issued in dematerialised book-entry form (forma escritural), integrated in and held through Interbolsa
Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. ("Interbolsa"),
as operator of the Portuguese centralised securities system, the Central de Valores Mobiliários ("CVM"), and will be in
nominative form (nominativas). Therefore, Interbolsa, at the request of the Issuer, can ask the Affiliate Members of

1

Interbolsa for information regarding the identity of the Noteholders and transmit such information to the Issuer. The CVM
currently has links in place with Euroclear Bank, S.A./N.V. ("Euroclear") and Clearstream Banking, S.A. ("CBL")
through accounts held by Euroclear and CBL with Interbolsa Affiliate Members (as described below).
This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation.
AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. FOR A DISCUSSION OF THE MOST RELEVANT
RISKS AFFECTING THE ISSUER AND THE NOTES, SEE "RISK FACTORS" ON PAGE 14 OF THIS BASE
PROSPECTUS. INVESTORS SHOULD ALSO SEE THE "TERMS AND CONDITIONS OF THE SENIOR AND
SUBORDINATED NOTES" ON PAGE 113, THE "TERMS AND CONDITIONS OF THE UNDATED DEEPLY
SUBORDINATED NOTES" ON PAGE 166 AND "TAXATION" ON PAGE 218 IN RESPECT OF PROCEDURES TO
BE FOLLOWED TO RECEIVE PAYMENTS UNDER THE INTERBOLSA NOTES (AS DEFINED BELOW).
NOTEHOLDERS ARE REQUIRED TO TAKE AFFIRMATIVE ACTION AS DESCRIBED HEREIN IN ORDER TO
RECEIVE PAYMENTS ON THE INTERBOLSA NOTES FREE FROM PORTUGUESE WITHHOLDING TAX.
NOTEHOLDERS MUST RELY ON THE PROCEDURES OF INTERBOLSA TO RECEIVE PAYMENTS UNDER THE
INTERBOLSA NOTES.
In respect of Undated Deeply Subordinated Notes only and in the case of Notes with loss absorption mechanism: If at any
time the CET1 Ratio of the Issuer and/or the Group falls below 5.125 per cent., the outstanding principal amount of the
Undated Deeply Subordinated Notes will be Written Down by the Write-Down Amount, as further provided in Condition
2(b)(i) (Loss Absorption Event). The outstanding principal amount may, in the sole and absolute discretion of the Issuer
and subject to certain conditions, be subsequently reinstated (in whole or in part) out of any net profits generated by the
Issuer or the Group, as further described in Condition 2(b)(iii) (Return to Financial Health).
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or any U.S. State securities laws, and may not be offered or sold in 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"), unless an
exemption from the registration requirements of the Securities Act is available and in accordance with all applicable
securities laws of any state of the United States and any other jurisdiction (see "Subscription and Sale" below).
The long-term/short-term ratings currently assigned to the Issuer are Baa2/P-2 with stable outlook by Moody's Investors
Service España, S.A. (Sociedad Unipersonal) ("Moody's"), BBB/F2 with stable outlook by Fitch Ratings Ireland Limited
("Fitch") and BBB+/A-2 with stable outlook by S&P Global Ratings Europe Limited ("S&P").
Each of Moody's, S&P and Fitch is established in the EEA and registered under Regulation (EC) No. 1060/2009 (as
amended) (the "CRA Regulation").
The ratings issued by Moody's, S&P and Fitch have been endorsed by Moody's Investors Service Ltd, Fitch Ratings
Limited and S&P Global Ratings UK Limited, respectively, in accordance with the CRA Regulation as it forms part of
United Kingdom ("UK") domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA
Regulation"). Moody's Investors Service Ltd, Fitch Ratings Limited and S&P Global Ratings UK Limited are established
in the UK and registered under the UK CRA Regulation. As such, the ratings issued by Moody's, S&P and Fitch may also
be used for regulatory purposes in the UK in accordance with the UK CRA Regulation. The list of registered and certified

2

rating agencies is published by the European Securities and Markets Authority ("ESMA") on its website
(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation and by the
UK Financial Conduct Authority ("FCA") on its website (https://www.fca.org.uk/markets/credit-rating-
agencies/registered-certified-cras) in accordance with the UK CRA Regulation.
Certain Series of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated,
such rating will be disclosed in the applicable Final Terms and will not necessarily be the same as the rating assigned to
any other Notes. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency. Whether or not each credit rating applied for in
relation to or assigned to a relevant Series of Notes will be issued by a credit rating agency established in the EEA or the
UK and registered under the CRA Regulation or the UK CRA Regulation will be disclosed in the applicable Final Terms.
Dealers
Banco BPI, S.A.
CaixaBank, S.A.
This Base Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and on the website of Banco BPI, S.A. (www.ir.bpi.pt).

The date of this Base Prospectus is 17 November 2022.

3

TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME.............................................................................................................................. 5
RISK FACTORS .............................................................................................................................................................. 14
RESPONSIBILITY STATEMENT .................................................................................................................................. 55
IMPORTANT INFORMATION ...................................................................................................................................... 56
DESCRIPTION OF THE ISSUER ................................................................................................................................... 62
FORM OF FINAL TERMS .............................................................................................................................................. 82
FORM OF FINAL TERMS .............................................................................................................................................. 96
TERMS AND CONDITIONS OF THE SENIOR AND THE SUBORDINATED NOTES .......................................... 109
TERMS AND CONDITIONS OF THE UNDATED DEEPLY SUBORDINATED NOTES ....................................... 162
TAXATION .................................................................................................................................................................... 214
SUBSCRIPTION AND SALE ....................................................................................................................................... 221
GENERAL INFORMATION ......................................................................................................................................... 227
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................................. 232

4

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the
applicable Final Terms. The Issuer and any relevant Dealer may agree that Notes shall be issued in a form other than
that contemplated in the Terms and Conditions, in which event, in the case of listed Notes and, if appropriate, a
supplement to this Base Prospectus or a new base prospectus will be published.
This Overview constitutes a general description of the Programme for the purposes of Article 25(1) of Commission
Delegated Regulation (EU) No. 2019/980.
The applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer prior to the issue of the
Notes and will be set out either in the "Terms and Conditions of the Senior and Subordinated Notes" or in the "Terms
and Conditions of the Undated Deeply Subordinated Notes" endorsed on or incorporated into, the Notes, as completed
by Part A of the applicable Final Terms endorsed on or incorporated into such Notes, as more fully described under
"Form of the Notes" below. An individual issue-specific summary will be attached to the Final Terms of the relevant
Notes which are admitted to trading on a regulated market and/or are offered to the public in the EEA, in accordance
with Article 8(9) of Regulation (EU) No. 2017/1129.
Words and expressions defined in the "Form of Final Terms" and in the "Terms and Conditions of the Senior and
Subordinated Notes" or the "Terms and Conditions of the Undated Deeply Subordinated Notes" shall have the same
meanings in this Overview.
Banco BPI, S.A. (hereinafter "Banco BPI", "BPI", the "Issuer" or the
Issuer:
"Bank")
Issuer Legal Entity Identifier (LEI):
3DM5DPGI3W6OU6GJ4N92
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. In addition, there

are certain factors which are material for the purpose of assessing the
market risks associated with Notes issued under the Programme and
risks relating to the structure of a particular Series of Notes issued under
the Programme. All of these are set out under "Risk Factors".
Dealers:
Banco BPI, S.A.

CaixaBank, S.A.

and any other Dealers appointed in accordance with the Programme
Agreement.
Agent:
Deutsche Bank AG, London Branch

5

Paying Agent:
Banco BPI, S.A.
Programme Size:
Up to EUR 7,000,000,000 (or its equivalent in other currencies
calculated as described in the Programme Agreement) outstanding at
any time. The Issuer may increase the amount of the Programme in
accordance with the terms of the Programme Agreement.
Distribution:
The Notes may be distributed by way of private placement or public
offer and in each case on a syndicated or non-syndicated basis (subject
to applicable tax and legal requirements).
Only Ordinary Senior Notes not eligible to comply with MREL
Requirements may be distributed by way of a public offer. Any other
types of Notes will only be issued with a denomination of at least EUR
100,000 (or, if the Notes are denominated in a currency other than euro,
the equivalent amount in such currency) or if issued with a lower
denomination and admitted to trading on a regulated market, provided
that it is a regulated market or a segment thereof only accessible by
qualified (professional) investors.
Listing and Admission to trading:
Applications have been made for Notes to be admitted to trading, during
the period of twelve months after the date hereof, on the Bourse de
Luxembourg (the regulated market of the Luxembourg Stock Exchange)
and to be listed on the Official List of the Luxembourg Stock Exchange.
The Programme also permits Notes to be issued on the basis that they
will not be admitted to trading, listed on the Official List of the
Luxembourg Stock Exchange (or any other stock exchange) and/or
admitted to quotation by any competent authority, stock exchange
and/or quotation system or be admitted to trading, listed and/or admitted
to quotation by such other or further competent authorities, stock
exchanges and/or quotation systems as may be agreed with the Issuer.
Currencies:
Notes can only be issued in such currencies as Interbolsa may from time
to time accept. For the time being, Interbolsa will only settle and clear
Notes denominated in Euro, U.S. dollars, Sterling, Japanese Yen, Swiss
francs, Australian dollars and Canadian dollars.
Issue Restrictions:
Each issue of Notes denominated in a Specified Currency in respect of
which particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply

6

with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time.
Maturities:
Such maturities as may be agreed between the Issuer and the relevant
Dealer, subject to such minimum or maximum maturities as may be
allowed or required from time to time by the relevant regulatory
authority or any laws or regulations applicable to the Issuer or the
specific type of Notes or the relevant Specified Currency, save that (i)
in the case of Dated Subordinated Notes, the minimum maturity will be
five years, (ii) in the case of Undated Subordinated Notes and Undated
Deeply Subordinated Notes, there will be no final maturity date, and (iii)
any other Notes will not be issued with a maturity of less than 398 (three
hundred and ninety eight) days.
Issue Price:
Notes may be issued on a fully-paid basis and at an issue price which is
at par or at a discount to, or premium over, par, as set out in the
applicable Final Terms.
Form of Notes:
The Notes issued in dematerialised book-entry form (forma escritural)
are and will be registered (nominativas) notes, integrated in and held
through Interbolsa Sociedade Gestora de Sistemas de Liquidação e de
Sistemas Centralizados de Valores Mobiliários, S.A. ("Interbolsa"), as
operator of the Portuguese centralised securities system. The Notes will
be held through the accounts of Interbolsa Affiliate Members. CVM
currently has links in place with Euroclear Bank, S.A./N.V.
("Euroclear") and Clearstream Banking, S.A., Luxembourg ("CBL")
through accounts held by the latter two with Interbolsa Affiliate
Members. The form of the Notes is described more comprehensively in
"Form of the Notes, Clearing and Payment".

The appropriate ISIN and Common Code for each Tranche of Notes
allocated by Interbolsa or by Euroclear / CBL will be specified in the
applicable Final Terms.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer and on redemption, and will

be calculated on the basis of such day count fraction (the "Day Count
Fraction") as may be agreed between the Issuer and the relevant Dealer.
If Reset Provisions are applicable the fixed interest will be reset on one
or more date(s) as specified in the applicable Final Terms.

7

Floating Rate Notes:
Notes for which the interest rate is variable will be payable on such basis
as may be agreed between the Issuer and the relevant Dealer. The margin
of the Notes, if any, relating to such variable rate will be agreed between
the Issuer and the relevant Dealer for each Tranche of Floating Rate
Notes. The periods of interest for Floating Rate Notes will be of one,
two, three, six or twelve months or such other period(s) as may be agreed
between the Issuer and the relevant Dealer.
Zero Coupon Notes:
These Notes will be offered and sold at a discount to their nominal
amount and will not bear interest.
Redemption:
The Final Terms relating to each Tranche of Notes will indicate either
that the relevant Notes cannot be redeemed prior to their stated maturity
(other than for taxation reasons or following an Event of Default, except
that no maturity will apply to any Undated Deeply Subordinated Notes
(or Undated Subordinated Notes) and no Event of Default will apply to
any Undated Deeply Subordinated Notes) or that such Notes will be
redeemable at the option of the Issuer (following or not a particular
regulatory event, as applicable) and/or (only in respect of Ordinary
Senior Notes not eligible to comply with MREL Requirements) the
Noteholders upon giving not less than 15 nor more than 30 days'
irrevocable notice (or such other notice period (if any) as is indicated in
the applicable Final Terms) to the Noteholders or the Issuer, as the case
may be, on a date or dates specified prior to such stated maturity and at
a price or prices and on such other terms as are indicated in the
applicable Final Terms.
Redemption of the Subordinated Notes at the option of the Issuer may
only take place after five years from their date of issuance or any
different minimum period permitted under the Capital Regulations.
Any early redemption of Notes will be subject to (as applicable) the prior
consent of the Competent Authority and/or the Resolution Authority, as
applicable, in accordance with the applicable Capital Regulations,
including any Applicable MREL Regulations. For the avoidance of
doubt, the Resolution Authority is not obliged to provide such
permission (if requested by the Issuer) and there is no assurance that the
Resolution Authority will provide such permission (if requested). For
the avoidance of doubt, any refusal of the Resolution Authority to grant
permission shall not constitute a default for any purpose. Subordinated
Notes, Senior Non Preferred Notes or certain Ordinary Senior Notes

8

eligible to comply with MREL Requirements where the MREL
Disqualification Event has been specified as applicable in the relevant
Final Terms may be redeemed pursuant to a MREL Disqualification
Event only after five years from their date of issuance or such other
minimum period permitted under the Capital Regulations (including, for
the avoidance of doubt, Applicable MREL Regulations).
Unless previously redeemed or purchased and cancelled, and unless
otherwise determined in the relevant Final Terms, each Note will be
redeemed by the Issuer at a price equal to at least 100 per cent. (at par)
of its nominal value on its scheduled maturity date.
Denomination of the Notes:
The Notes will be issued in such denominations as may be agreed
between the Issuer and the relevant Dealer and as indicated in the
applicable Final Terms, save that the minimum denomination of each
Note will be such as may be allowed or required from time to time by
the relevant central bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified Currency and save that the minimum
denomination of each Note that will be admitted to trading on a
regulated market will be EUR 1,000, or, if the Notes are denominated in
a currency other than euro, the equivalent amount in such currency. In
the latter case, the equivalent amount shall be determined, at the
discretion of the Issuer, either as of the date on which agreement is
reached for the issue of the Notes or on the preceding day on which
commercial banks and foreign exchange markets are open for general
business in Lisbon, in each case on the basis of the spot rate for the sale
of the euro against the purchase of such Specified Currency in the
foreign exchange market quoted by any leading international bank
selected by the Issuer on the relevant day of calculation.
Taxation:
All payments in respect of the Notes by the Issuer will be made without
deduction for or on account of withholding taxes imposed by the
Republic of Portugal / Tax Jurisdiction, subject as provided in Condition
7 of the Notes. In the event that any such deduction is made, the Issuer,
save in certain limited circumstances provided in Condition 7, will not
be required to pay additional amounts to cover the amounts so deducted.
Negative Pledge:
Only the Notes which are Ordinary Senior Notes not eligible to comply
with MREL Requirements will have the benefit of a negative pledge in
respect of Indebtedness which is in the form of or represented by bonds,
notes, debentures or other securities (not comprising, for the avoidance

9

of doubt, preference shares or other equity securities) but excluding any
Covered Bonds.
Limited Rights of Acceleration:
A Noteholder's rights to accelerate Ordinary Senior Notes eligible to
comply with MREL Requirements, Senior Non Preferred Notes or
Subordinated Notes are limited to winding up, as further described in
Condition 9. Undated Deeply Subordinated Notes do not award any
right of acceleration.
Status of the Senior Notes:
The Senior Notes which specify their status as Ordinary Senior Notes
("Ordinary Senior Notes") or as Senior Non Preferred Notes ("Senior
Non Preferred Notes", together with the Ordinary Senior Notes, the
"Senior Notes") in the relevant Final Terms constitute direct,
unconditional, unsecured (subject to the provisions of Condition 3),
unguaranteed and (in the case of Ordinary Senior Notes) unsubordinated
obligations of the Issuer.
Ordinary Senior Notes will rank senior to any Senior Non Preferred
Notes and pari passu among themselves and (save for certain
obligations required to be preferred by law) pari passu with all other
present and future unsecured (subject as aforesaid) and unsubordinated
obligations of the Issuer, from time to time outstanding.
Senior Non Preferred Notes will rank pari passu among themselves and
pari passu with Senior Non Preferred Liabilities, from time to time
outstanding.
Accordingly, the payment obligations in respect of principal and interest
rank:
(i) in the case of Ordinary Senior Notes:
(a) pari passu among themselves and with any Senior Higher Priority
Liabilities; and
(b) senior to (i) Senior Non Preferred Liabilities and (ii) any present and
future subordinated obligations (créditos subordinados) of the Issuer;
and
(ii) in the case of Senior Non Preferred Notes:
(a) pari passu among themselves and with any Senior Non Preferred
Liabilities;
(b) junior to the Senior Higher Priority Liabilities (and, accordingly,
upon the insolvency of the Issuer the claims in respect of Senior Non

10