Bond Banca BPM 6.5% ( XS2284323347 ) in EUR

Banca BPM

100 % ⇌

Italy

XS2284323347 ( in EUR )

6.5% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Banco BPM XS2284323347 en EUR 6.5%, maturity Perpetual

19/01/2026 ( In 35 days )

Banco BPM is an Italian banking group formed through the merger of Banco Popolare and Banca Popolare di Milano, offering a wide range of financial services to individuals and businesses.

The Bond issued by Banca BPM ( Italy ) , in EUR, with the ISIN code XS2284323347, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

PROSPECTUS DATED 15 JANUARY 2021

BANCO BPM S.P.A.
(incorporated as a joint stock company (società per azioni) in the Republic of Italy)
400,000,000 6.500% Additional Tier 1 Notes

The 400,000,000 Additional Tier 1 Notes (the "Notes") will be issued by BANCO BPM S.p.A. (the "Issuer" or the "Bank" or "Banco BPM"). Defined terms used hereunder
shall have the meanings given to such terms below or in the terms and conditions of the Notes (the "Conditions" and each of them, a "Condition").
The Notes will constitute direct, unsecured and subordinated obligations of the Issuer, as described in Condition 3 (Status of the Notes) and will be governed by, and construed
in accordance with, Italian law, as described in Condition 18 (Governing Law and Submission to Jurisdiction) in the Conditions. The Notes will bear interest on their
Outstanding Principal Amount, payable semi-annually in arrear on 19 January and 19 July in each year (each, an "Interest Payment Date"), as follows: (i) in respect of the
period from (and including) 19 January 2021 (the "Issue Date") to (but excluding) 19 January 2026 (the "First Reset Date"), at the rate of 6.500 per cent. per annum (the
"Initial Rate of Interest"); and (ii) in respect of each period from (and including) the First Reset Date and each fifth anniversary thereof (each, a "Reset Date") to (but
excluding) the next succeeding Reset Date (each such period, a "Reset Interest Period"), at the rate per annum (first calculated on an annual basis and then converted to a
semi-annual rate in accordance with market convention), corresponding to the sum of 7.026% (the "Margin") and the 5-year Mid-Swap Rate in relation to that Reset Interest
Period, all as determined in accordance with Condition 4 (Interest) (the "Reset Rate of Interest").
Interest on the Notes will be due and payable only at the sole discretion of the Issuer, and the Issuer shall have sole and absolute discretion at all times and for any reason to
cancel (in whole or in part) for an unlimited period and on a non-cumulative basis any interest payment that would otherwise be payable on any Interest Payment Date. In
addition, the Issuer shall not make an interest payment on the Notes (and such interest payment shall therefore be deemed to have been cancelled and shall not be due and
payable) in the circumstances described in Condition 5.2 (Restriction on interest payments). Any interest cancelled (whether in whole or in part) shall not be due and shall
not accumulate or be payable at any time thereafter nor constitute any default for any purpose on the part of the Issuer, and holders have no rights thereto whether in a
bankruptcy or liquidation of the Issuer or otherwise, or to receive any additional interest or compensation as a result of such cancellation or deemed cancellation. See further
Condition 5 (Interest Cancellation). Further, following the occurrence of a Trigger Event and a Write-Down of the Notes in accordance with Condition 6 (Loss Absorption
following a Trigger Event), any accrued and unpaid interest on the Notes through to the Write-Down Effective Date (whether or not such interests have become due for
payment) shall be automatically cancelled and following each Write-Down, interest will accrue on subject to any subsequent Write-Down(s) or Principal Reinstatement(s)
- the Outstanding Principal Amount of each Note as reduced by the Write-Down Amount from (and including) the relevant Write-Down Effective Date.
If the CET1 of the Issuer on a solo basis (or of the Group on a consolidated basis) falls below 5.125%, then the Issuer shall write down the Outstanding Principal Amount of
the Notes, on a pro rata basis with the write-down or conversion into equity of other Loss Absorbing Instruments, as described in Condition 6 (Loss Absorption following a
Trigger Event). Following any Write-Down of the Notes, the Issuer may, at its sole and absolute discretion, but subject to a positive Net Income or Consolidated Net Income
being recorded, reinstate and write-up the Outstanding Principal Amount of the Notes on a pro rata basis with other Loss Absorbing Written-Down Instruments, subject to
compliance with the reinstatement limit under Applicable Banking Regulations, on the terms and subject to the conditions set forth in Condition 6.3 (Principal Reinstatement).
The Notes are perpetual and have no fixed redemption date. The Notes will mature on the date on which voluntary or involuntary winding up, dissolution, liquidation or
bankruptcy (including, inter alia, Liquidazione Coatta Amministrativa) proceedings are instituted in respect of the Issuer (otherwise than for the purposes of an Approved
Reorganization), in accordance with, as the case may be, (i) a resolution passed at a shareholders' meeting of the Issuer, (ii) any provision of the By-laws of the Issuer (which,
as at 15 January 2021 provide for the duration of the Issuer to expire on 23 December 2114, but if such expiry date is extended, maturity of the Notes will be correspondingly
adjusted), or (iii) any applicable legal provision, or any decision of any judicial or administrative authority. Upon maturity, the Notes will become due and payable at an
amount equal to their Outstanding Principal Amount together (if any and excluding any interest cancelled in accordance with Condition 5 (Interest Cancellation)) with interest
accrued to (but excluding) the date of redemption and any additional amounts due and payable pursuant to Condition 9 (Taxation).
The Issuer may, at its option, redeem the Notes in whole but not in part: (a) on the First Reset Date and on any Interest Payment Date thereafter, pursuant to Condition 8.4
(Redemption at the option of the Issuer (Issuer Call)), (b) upon the occurrence of a Regulatory Event pursuant to Condition 8.3 (Redemption for regulatory reasons), or (c)
following a Tax Event pursuant to Condition 8.2 (Redemption for tax reasons), in each case, at their prevailing Outstanding Principal Amount together with any accrued
interest (if any and excluding any interest cancelled in accordance with Condition 5 (Interest Cancellation)) and any additional amounts due and payable pursuant to Condition
9 (Taxation) and subject to satisfaction of certain conditions set out in Condition 8.7 (Regulatory conditions for call, redemption, repayment or purchase).
This prospectus constitutes a prospectus for the purposes of Part IV of the Luxembourg law on prospectuses for securities dated 16 July 2019 (the "Prospectus"). The Notes
are admitted to the official list of the Luxembourg Stock Exchange (the "Official List") and admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange
(the "Euro MTF Market"). The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2014/65/EU (as amended, "EU MiFID II") but is subject
to the supervision of the financial sector and exchange regulator, the Commission de Surveillance de Secteur Financier (the "CSSF"). References in this document to the
Notes being "listed" (and all related references) shall mean that such Notes have been admitted to the Official List and admitted to trading on the Euro MTF Market. This
Prospectus does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
The Notes are expected, on issue, to be rated "B3" by Moody's France SAS ("Moody's") and "B" by DBRS Ratings GmbH ("DBRS"). Each of Moody's and DBRS is
established in the EEA and is included in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority at
http://www.esma.europa.eu/supervision/credit-rating-agencies/risk as being registered under Regulation (EU) No. 1060/2009, as amended (the "CRA Regulation").
Payments of interest or other amounts relating to the Notes may in certain circumstances be subject to a substitute tax (referred to as imposta sostitutiva) of 26 per cent.
pursuant to Legislative Decree No. 239 of 1 April 1996. In order to obtain exemption at source from imposta sostitutiva in respect of payments of interest or other amounts
relating to the Notes, each Noteholder not resident in the Republic of Italy is required to comply with the deposit requirements described in "Taxation Italian Taxation" and
to certify, prior to or concurrently with the delivery of the Notes, that such Noteholder is, inter alia, (i) resident in a country which allows for a satisfactory exchange of
information with the Republic of Italy (such countries are listed in the Ministerial Decree of 4 September 1996, as amended and supplemented from time to time and possibly
further amended by future decrees issued pursuant to Article 11(4)(c) of Legislative Decree No. 239 of 1 April 1996) and (ii) the beneficial owner of payments of interest,
premium or other amounts relating to the Notes, all as more fully set out in "Taxation Italian Taxation".
On each Reset Date, interest amounts payable under the Notes will be calculated by reference to the mid-swap rate for euro swaps with a term of five years which appears at
the relevant time on the "ICESWAP/ISDAFIX2" page, which is provided by the ICE Benchmark Administration Limited, or by reference to EURIBOR, which is provided
by the European Money Markets Institute. At the date of this Prospectus, the European Money Markets Institute appear on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU) No. 2016/1011 (the "Benchmarks
Regulation"). As at the date of this Prospectus, ICE Benchmark Administration Limited is not included in the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation. As far the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation
apply, such that ICE Benchmark Administration Limited is not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition,
endorsement or equivalence).
An investment in the Notes involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations under the Notes are discussed
under "Risk Factors" below.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") or with any securities regulatory
authority of any state or other jurisdiction of the United States, and notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or
delivered within 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")) except in certain
transactions exempt from the registration requirements of the Securities Act.
EU MIFID II product governance / UK MiFIR product governance / target market The Notes are not intended to be sold and should not be sold to retail clients in the
EEA, as defined in EU MiFID II, and in the United Kingdom. Prospective investors are referred to the section headed "Restrictions on marketing, sales and resales to retail
investors" hereunder for further information.

GLOBAL COORDINATORS AND JOINT BOOKRUNNERS

Citigroup
Goldman Sachs International

JOINT BOOKRUNNERS

Banca Akros S.p.A.
Barclays
BNP PARIBAS
Mediobanca
UBS Investment Bank
Gruppo Banco BPM

RESPONSIBILITY STATEMENT

The Issuer (the "Responsible Person") accepts responsibility for the information contained in this
Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure
that such is the case) the information contained in this Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below). This Prospectus shall be
read and construed on the basis that such documents are incorporated in and form part of this
Prospectus.

None of the Global Coordinators and Joint Bookrunners nor any of their respective affiliates have
authorised this Prospectus or any part thereof nor independently verified the information contained
herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by any Global Coordinators and Joint Bookrunners or any of
their respective affiliates as to the accuracy or completeness of the information contained or
incorporated in this Prospectus or any other information provided by the Issuer in connection with
the Notes. No Global Coordinators and Joint Bookrunners accepts any liability in relation to the
information contained or incorporated by reference in this Prospectus or any other information
provided by the Issuer in connection with the Notes.

No person is or has been authorised by the Issuer or the Global Coordinators and Joint Bookrunners
to give any information or to make any representation not contained in (or not consistent with) this
Prospectus or any other document entered into in relation to the Notes or any information supplied
by the Issuer or such other information as is in the public domain and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or
any of the Global Coordinators and Joint Bookrunners.

Neither this Prospectus nor any other information supplied in connection with the Notes (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or the Global Coordinators and Joint Bookrunners that any recipient
of this Prospectus or any other information supplied in connection with the Notes should purchase
any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of
the Issuer and the Group (as defined herein).

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any
time subsequent to the date hereof or that any other information supplied in connection with the
Notes is correct as of any time subsequent to the date indicated in the document containing the same.
The Global Coordinators and Joint Bookrunners expressly do not undertake to review the financial
condition or affairs of the Issuer or the Issuer and the Group during the life of the Notes or to advise
any investor in the Notes of any information coming to their attention.

The Notes have not been and will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States, and notes in bearer form
are subject to U.S. tax law requirements. The Notes may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under
the Securities Act except in certain transactions exempt from the registration requirements of the
Securities Act. See "Subscription and Sale".

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by
law in certain jurisdictions. The Issuer and the Global Coordinators and Joint Bookrunners do not
represent that this Prospectus may be lawfully distributed, or that any Notes may be lawfully offered,
in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Issuer or the Global
Coordinators and Joint Bookrunners which would permit a public offering of any Notes or
distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor
i

any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with all applicable laws and regulations.
Persons into whose possession this Prospectus or any Notes may come must inform themselves about,
and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of
Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale
of Notes in the United States, the European Economic Area, the United Kingdom, the Republic of
Italy and Japan. See "Subscription and Sale".

FORWARD-LOOKING STATEMENTS

This Prospectus includes forward-looking statements. These include statements relating to, among
other things, the future financial performance of the Issuer and the Group, plans and expectations
regarding developments in the business, growth and profitability of the Group and general industry
and business conditions applicable to the Group. The Issuer has based these forward-looking
statements on its current expectations, assumptions, estimates and projections about future events.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions that
may cause the actual results, performance or achievements of the Group or those of its industry to be
materially different from or worse than these forward- looking statements. The Issuer does not assume
any obligation to update such forward-looking statements and to adapt them to future events or
developments except to the extent required by law.

DEFINITIONS, INTERPRETATION AND ROUNDING

All references in this document to: "Euro", "euro" and "" refer to the currency introduced at the start
of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning
of the European Union, as amended; and references to the "Banco BPM Group" or the "Group" are
to BANCO BPM S.p.A. and its subsidiaries.

The language of this Prospectus is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them
under applicable law.

References to websites or uniform resource locators ("URLs") are inactive textual references and are
included for information purposes only. The contents of any such website or URL shall not form part
of, and shall not be deemed to be incorporated into, this Prospectus.

STABILISATION
In connection with the issue of the Notes, Citigroup Global Markets Limited acting as the stabilising
manager (the "Stabilisation Manager") (or persons acting on its behalf) may over allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which
might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is
made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the Notes and 60 days after the date of the allotment of the Notes. Such stabilising shall be
conducted in accordance with all applicable laws and rules. Any loss or profit sustained as a
consequence of any such over-allotment or stabilising shall, as against the Issuer, be for the account of
the Stabilisation Manager (or persons acting on its behalf).

ii

Restrictions on Marketing, Sales and Resales to Retail Investors

The Notes are complex financial instruments and are not a suitable or appropriate investment for all investors.
In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with
respect to the offer or sale of securities such as the Notes to retail investors.

In particular, in June 2015, the UK Financial Conduct Authority published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1
October 2015 (the PI Instrument).

In addition: (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on key information
documents for packaged and retail and insurance-based investment products (as amended or superseded, the
PRIIPs Regulation) became directly applicable in all EEA member states and (ii) EU MiFID II was required
to be implemented in EEA member states by 3 January 2018. Together, the PRIIPs Regulation and EU MiFID
II are referred to as the EU Regulations.

The provisions of the PRIIPs Regulation as it forms part of the domestic law of the UK by virtue of the
European Union (Withdrawal) Act 2018 (the EUWA) are referred to herein as the UK PRIIPs Regulation;
and the provisions of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue
of the EUWA are referred to herein as UK MiFIR. Together, the UK PRIIPs Regulation and UK MiFIR are
referred to as the UK Regulations).

Together, the PI Instrument, the EU Regulations and the UK Regulations are referred to as the Regulations.

The Regulations set out various obligations in relation to: (i) the manufacture and distribution of financial
instruments; and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities, such as the Notes.

Potential investors in the Notes should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests therein),
including the Regulations.

Each of the Global Coordinators and Joint Bookrunners (and/or their affiliates) are required to comply with
some or all of the EU Regulations. By purchasing, or making or accepting an offer to purchase, any Notes (or
a beneficial interest in such Notes) from the Issuer and/or any Global Coordinator and Joint Bookrunner, you
represent, warrant, agree with and undertake to the Issuer and each of the Global Coordinators and Joint
Bookrunners that:

(a)
you are not:

(i)
a retail client (as defined in EU MiFID II); or

(ii)
a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution
Directive) where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of EU MiFID II,

each referred to as an EEA Retail Investor;

(b)
whether or not you are subject to the EU Regulations, you will not:

(i)
sell or offer the Notes (or any beneficial interests therein) to an EEA Retail Investor; or

(ii)
communicate (including by the distribution of this Prospectus) or approve any invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial interests
therein) where that invitation or inducement is addressed to or disseminated in such a way that
it is likely to be received by a retail client (in each case, within the meaning of EU Regulations).

In selling or offering the Notes or making or approving communications relating to the Notes
you may not rely on the limited exemptions set out in the PI Instrument;

(c)
you will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes (or
any beneficial interests therein), including (without limitation) EU MiFID II and any other applicable
iii

laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability
of an investment in the Notes (or any beneficial interests therein) by investors in any relevant
jurisdiction;

(d)
if you are a purchaser in Singapore, you are an accredited investor or an institutional investor as defined
in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) and you will not sell or
offer the Notes (or any beneficial interest therein) to persons in Singapore other than such accredited
investors or institutional investors;

(e)
you will act as principal in purchasing, making or accepting any offer to purchase any Notes (or any
beneficial interest therein) and not as an agent, employee or representative of any of the Global
Coordinators or Joint Bookrunners; and

(f)
if you are a Hong Kong purchaser, your business involves the acquisition and disposal, or the holding,
of securities (whether as principal or as agent) and you fall within the category of persons described
as "professional investors" under the Securities and Futures Ordinance (Cap.571) of Hong Kong (the
SFO) and any rules made under the SFO.

You further acknowledge that:

(a)
the identified target market for the Notes (for the purposes of the product governance obligations in
EU MiFID II) is eligible counterparties and professional clients; and

(b)
no key information document (KID) under the PRIIPs Regulation has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.

Each of the Global Coordinators and Joint Bookrunners (and/or their affiliates) are required to comply with
some or all of the UK Regulations. By purchasing, or making or accepting an offer to purchase, any Notes
(or a beneficial interest in such Notes) from the Issuer and/or Global Coordinators and Joint Bookrunners you
represent, warrant, agree with and undertake to the Issuer and each of the Global Coordinators and Joint
Bookrunners that:

(a)
you are not:

(i)
a retail client (as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of the domestic law of the UK by virtue of the EUWA); or

(ii)
a customer within the meaning of the provisions of the Financial Services and Markets Act
2000 (FSMA) and any rules or regulations made under FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of UK MiFIR,

each referred to as a UK Retail Investor;

(b)
whether or not you are subject to the UK Regulations, you will not:

(i)
sell or offer the Notes (or any beneficial interest therein) to a UK Retail Investor; or

(ii)
communicate (including the distribution of this Prospectus) or approve an invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial interests
therein) where that invitation or inducement is addressed to or disseminated in such a way
that it is likely to be received by a UK Retail Investor (in each case within the meaning of
the UK Regulations).

In selling or offering the Notes or making or approving communications relating to the
Notes you may not rely on the limited exemptions set out in the PI Instrument; and

(c)
you will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the UK) relating to the promotion, offering, distribution and/or sale of the Notes (or
any beneficial interests therein), including (without limitation) UK MiFIR and any other applicable
laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability
of an investment in the Notes (or any beneficial interests therein) by investors in any relevant
iv

jurisdiction.

You further acknowledge that:

(a)
the identified target market for the Notes (for the purposes of the product governance obligations in
the Product Intervention and Product Governance Sourcebook in the FCA Handbook) is eligible
counterparties and professional clients; and

(b)
no KID under the UK PRIIPs Regulation has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.

PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (11) of Article 4(1) of EU MiFID II; or (ii) a customer within the meaning
of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by the PRIIPs Regulation for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018; or (ii) a customer within the
meaning of the provisions of the FSMA and any rules or regulations made under the FSMA which were relied
on immediately before exit day to implement Directive (EU) 2016/97, where that customer would not qualify
as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the "UK PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.

EU MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in EU MiFID II; and (ii) all channels for distribution of the Notes
to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a distributor) should take into consideration the manufacturers' target market
assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.

UK MIFIR product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.

Where you are acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
v

accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or any of
the Global Coordinators or the Joint Bookrunners, the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both you as agent and your underlying client(s).

vi

CONTENTS

Page

RISK FACTORS ............................................................................................................................................. 1
OVERVIEW OF THE NOTES ..................................................................................................................... 36
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 43
TERMS AND CONDITIONS OF THE NOTES .......................................................................................... 46
USE OF PROCEEDS .................................................................................................................................... 71
DESCRIPTION OF THE ISSUER................................................................................................................ 72
SELECTED FINANCIAL DATA................................................................................................................. 74
TAXATION .................................................................................................................................................. 80
SUBSCRIPTION AND SALE ...................................................................................................................... 88
GENERAL INFORMATION ....................................................................................................................... 91

vii

RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes.
Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with the
Notes are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with
the Notes may occur for other reasons which may not be considered significant risks by the Issuer based
on information currently available to it or which it may not currently be able to anticipate. Prospective
investors should also read the detailed information set out elsewhere in this Prospectus and reach their
own views prior to making any investment decision.

Words and expressions defined in the "Terms and Conditions of the Notes" (the "Conditions" and each of
them, a "Condition") below or elsewhere in this Prospectus have the same meaning in this section.

FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER THE NOTES ISSUED

Risks related to the impact of global macro-economic factors and the ongoing coronavirus (COVID-
19) pandemic
Risks related to the impact of global macro-economic factors
The performance of the Banco BPM Group is influenced by: Italian and EU-wide macroeconomic conditions,
the conditions of the financial markets in general, and in particular, by the stability and trends in the economies
of those geographical areas in which Banco BPM conducts its activity. The earning capacity and solvency of
the Banco BPM Group are affected, inter alia, by factors such as investor perception, long-term and short-
term interest rate fluctuations, exchange rates, liquidity of financial markets, availability and costs of funding,
sustainability of sovereign debt, family incomes and consumer spending, unemployment levels, inflation and
property prices. Adverse changes in these factors, especially during times of economic and financial crisis,
could result in potential losses, an increase in the Issuer's and/or the Banco BPM Group's borrowing costs,
or a reduction in value of its assets, with possible negative effects on the business, financial condition and/or
results of operations of the Issuer and/or the Banco BPM Group.
Global and Italian macro-economic conditions have been, and continue to be, affected by a novel strain of
coronavirus (COVID-19), which has spread to numerous countries throughout the globe; the World Health
Organization declared the outbreak a pandemic in March 2020. Both the outbreak and government measures
taken in response (including border closings, travel restrictions, confinement measures) have had and may
continue to have a significant impact, both direct and indirect, on economic activity and financial markets
globally. The slowdown of the economies particularly affected (e.g. China, Italy, France, Spain, the United
Kingdom and other European countries and the United States) as well as the reduction in global trade and
commerce more generally have had and are likely to continue to have negative effects on global economic
conditions as global production, investments, supply chains and consumer spending are affected and further
restrictions are implemented.
In response to the adverse economic and market consequences of the pandemic, various governments and
central banks have taken or announced measures to support the economy (such as loan guarantee schemes,
tax payment deferrals, expanded unemployment coverage) or to improve liquidity in the financial markets
(such as increased asset purchases, funding facilities). No assurance can be given that such measures will
suffice to offset the negative effects of the pandemic on the economy regionally or globally, to stave off
regional or global recessions or to stabilise financial markets. The economic environment may well deteriorate
further before beginning to improve.
The Group is exposed to risks from the pandemic and its economic and market consequences both due to its
inherent general sensitivity to macroeconomic and market conditions, as well as to specific implications, as
described below. In fact, the Group's results and financial condition could be adversely affected by reduced
economic activity and potentially recessions in its principal markets. The containment measures taken in Italy
in the first half of 2020, and in particular in Northern Italy, where the Group primarily operates have
significantly reduced economic activity; while the principal containment measures have been lifted as of the
1