Fitch Ratings has assigned BPER Banca S.p.A.'s (BPER, BBB-/Stable) planned issue of additional Tier 1 (AT1) instruments an expected long-term rating of 'B+(EXP)'.

The assignment of a final rating is contingent on the receipt of final documents conforming to the information that Fitch has already received.

Key Rating Drivers

BPER's AT1 notes are rated four notches below its 'bbb-' Viability Rating (VR), comprising two notches for poor recovery prospects and two notches for incremental non-performance risk relative to the anchor VR given their fully discretionary, non-cumulative coupons. The notching is in line with Fitch's baseline notching for AT1 instruments.

Fitch has not applied additional notching for incremental non-performance risk as the bank operates with comfortable headroom above its mandatory coupon-omission trigger. At end-September 2023, the buffer above the common equity Tier 1 (CET1) ratio trigger amounted to about 480bp.

Rating Sensitivities

Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade

The notes would likely be downgraded if BPER's VR is downgraded. The rating could also be downgraded if non-performance risk increases relative to the risk captured in the bank's VR. This could reflect an unfavourable change in capital management or flexibility, or an unexpected decline in capital buffers over regulatory requirements, for example.

Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade

The notes would likely be upgraded if BPER's VR is upgraded.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.

RATING ACTIONS

Entity / Debt

Rating

BPER Banca S.p.A.

junior subordinated

LT

B+(EXP)

Expected Rating

Page

of 1

VIEW ADDITIONAL RATING DETAILS

Additional information is available on www.fitchratings.com

PARTICIPATION STATUS

The rated entity (and/or its agents) or, in the case of structured finance, one or more of the transaction parties participated in the rating process except that the following issuer(s), if any, did not participate in the rating process, or provide additional information, beyond the issuer's available public disclosure.

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