Obligation Banco BPM SpA 1.99% ( XS2079400466 ) en EUR

Banco BPM SpA

100 % ⇌

Italie

XS2079400466 ( en EUR )

1.99% par an ( paiement annuel )

11/11/2026 - Obligation échue

Prospectus brochure de l'obligation Banco BPM S.p.A XS2079400466 en EUR 1.99%, échue

100 000 EUR

50 100 000 EUR

Banco BPM S.p.A. est une banque italienne, issue de la fusion de Banco Popolare et Banca Popolare di Milano, offrant une large gamme de services bancaires aux particuliers, entreprises et institutions publiques, opérant principalement en Italie.

L'obligation italienne Banco BPM S.p.A. (XS2079400466), d'une valeur nominale totale de 50 100 000 EUR, émise à un taux d'intérêt de 1,99 % et échéant le 11/11/2026, a été intégralement remboursée à son prix de marché de 100 %, avec un minimum d'achat de 100 000 EUR et un paiement annuel des intérêts.

BASE PROSPECTUS

BANCO BPM S.P.A.
(incorporated as a joint stock company (società per azioni) in the Republic of Italy)
25,000,000,000
Euro Medium Term Note Programme

This base prospectus (the "Base Prospectus") constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) No.
2017/1129 of 14 June 2017 (the "Prospectus Regulation"). Under this 25,000,000,000 Euro Medium Term Note Programme (the
"Programme"), BANCO BPM S.p.A. (the "Issuer" or the "Bank" or "Banco BPM") may from time to time issue non-equity
securities in physical form (the "Notes in Physical Form") or in dematerialised form (the "Dematerialised Notes" and, together with
the Notes in Physical Form, the "Notes"). Notes issued under the Programme may be denominated in any currency agreed between
the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
25,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject
to increase as described herein. In the event of such increase, a supplement to this Base Prospectus will be prepared by the Issuer,
which shall be approved by the CSSF in accordance with Article 23 of the Prospectus Regulation.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Description of the Programme" and
each further Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"),
which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer"
shall, in the case of an issue of Notes being subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
The terms and conditions for the Notes in Physical Form are set out under "Terms and Conditions for the Notes in Physical Form"
and the terms and conditions for the Dematerialised Notes are set out under "Terms and Conditions for the Dematerialised Notes".
References to the "Notes" shall be to the Notes in Physical Form and/or the Dematerialised Notes, as appropriate, and references to
the "Terms and Conditions" or the "Conditions" shall be to the Terms and Conditions for the Notes in Physical Form and/or the Terms
and Conditions for the Dematerialised Notes, as appropriate and as specified in the applicable Final Terms.
Amounts payable under the Notes may be calculated by reference to EURIBOR, CMS, or to the sterling overnight index average rate
("SONIA"), in each case as specified in the relevant Final Terms. As at the date of this Base Prospectus, EURIBOR is provided and
administered by the European Money Markets Institute ("EMMI"), CMS is provided and administered by ICE Benchmark
Administration Limited and SONIA is provided and administered by the Bank of England. At the date of this Base Prospectus, EMMI
is authorised as benchmark administrators, and included 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 Base Prospectus, the administrator of CMS is not included in ESMA's register of
administrators under Article 36 of the Benchmarks Regulation. As far as the Issuer is aware, the transitional provisions in Article 51
of the EU Benchmarks Regulation apply, such that ICE Benchmark Administration is not currently required to obtain authorisation
or registration (or, if located outside the European Union, recognition, endorsement or equivalence). As at the date of this Base
Prospectus, the administrator of SONIA is not included in ESMA's register of administrators under Article 36 of the Benchmarks
Regulation. As far as the Issuer is aware, SONIA does not fall within the scope of the Benchmarks Regulation.
An investment in Notes issued under the Programme 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 Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") which
is the Luxembourg competent authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not
be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and
investors should make their own assessment as to the suitability of investing in the Notes. By approving the Base Prospectus, the
CSSF gives no undertaking as to the economic or financial soundness of the transaction or the quality and solvency of the Issuer in
line with the provisions of Article 6(4) of the loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières dated 16 July 2019
(the "Luxembourg Prospectus Law"). This Base Prospectus is valid for admission to trading of Notes on a regulated market for the
purposes of Directive 2014/65/EU (as amended, "MiFID II") for a period of twelve months from the date of approval ending on 4
June 2025, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation. For the avoidance
of doubt, the Issuer shall have no obligation to supplement this Base Prospectus after the end of its 12-month validity period.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading
on the regulated market of the Luxembourg Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such notes have been admitted to
trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) and have been "listed" on the Official
List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market (the "Regulated Market") is a
regulated market for the purposes of MiFID II. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect
of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as
defined in the Conditions) of Notes will be set out in the relevant final terms (the "Final Terms") or in a separate prospectus specific
to such Tranche (the "Drawdown Prospectus"). With respect to Notes to be listed on the Luxembourg Stock Exchange, the Final
Terms will be filed with the CSSF and the Drawdown Prospectus will be subject to the approval of the CSSF. In the case of a Tranche
of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or
identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in
the relevant Drawdown Prospectus unless the context requires otherwise.
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The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s)
or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not
admitted to trading on any market. The CSSF has neither approved nor reviewed information contained in this Base Prospectus
in connection with unlisted Notes and/or Notes not admitted to trading on any market.
As at the date of this Base Prospectus, payments of interest and other proceeds in respect of the Notes may be subject to withholding
or deduction for or on account of Italian substitute tax (imposta sostitutiva), in accordance with Italian Legislative Decree No. 239 of
1 April 1996, as amended and supplemented from time to time, and any related regulations. Upon the occurrence of any withholding
or deduction for or on account of imposta sostitutiva from any payments under the Notes, neither the Issuer nor any other person shall
have any obligation to pay any additional amount(s) to any holder of the Notes. In addition, certain other exceptions to the obligation
of the Issuer to pay additional amounts to holders of the Notes with respect to the imposition of withholding or deduction from
payments relating to the Notes also apply. For further details see the Conditions and the section entitled "Taxation Italian taxation".
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 (in the case of Notes in bearer form) 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.

ARRANGER

Citigroup

DEALERS

Banca Akros S.p.A.- Gruppo Banco BPM
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Goldman Sachs International
Deutsche Bank
IMI Intesa Sanpaolo
HSBC
Mediobanca
J.P. Morgan
NatWest Markets
Morgan Stanley
Santander Corporate & Investment Banking
Nomura
UBS Investment Bank
Société Générale Corporate & Investment Banking

The date of this Base Prospectus is 4 June 2024.
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RESPONSIBILITY STATEMENT
The Issuer (the "Responsible Person") accepts responsibility for the information contained in this Base
Prospectus and the applicable Final Terms for each Tranche of Notes. To the best of the knowledge of the
Issuer the information contained in this Base Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Subject as provided in the relevant Final Terms, the only persons authorised to use this Base Prospectus in
connection with an offer of Notes are the persons named in the relevant Final Terms as the relevant Dealer
or the Managers, as the case may be.
Copies of Final Terms will be available from the registered office of the Issuer and the specified office set
out below of the Luxembourg Listing Agent (as defined below) and, in the case of listed Notes, will be
published on the website of the Luxembourg Stock Exchange (www.luxse.com).
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference" below) and with any supplements hereto. This Base
Prospectus shall be read and construed on the basis that such documents are incorporated in and form part
of this Base Prospectus.
Neither the Dealers nor any of their respective affiliates have authorised this Base 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 the
Dealers or any of their respective affiliates as to the accuracy or completeness of the information contained
or incorporated in this Base Prospectus or any other information provided by the Issuer in connection with
the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by
reference in this Base Prospectus or any other information provided by the Issuer in connection with the
Programme.
No person is or has been authorised by the Issuer or the Dealers to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other document entered
into in relation to the Programme 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 Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
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 any of the Dealers that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme or any 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 this Base Prospectus nor any other information supplied in connection with the
Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or any
of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base 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 Programme is
correct as of any time subsequent to the date indicated in the document containing the same. The Dealers
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 Programme or to advise any investor in the Notes of any information coming
to their attention. Investors should review, inter alia, the most recently published documents incorporated
by reference into this Base Prospectus when deciding whether or not to purchase any Notes.
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 (in the case of Notes in bearer form) 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".

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This Base 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 Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this Base 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 Dealers which would permit a public offering of any Notes outside the European
Economic Area or the United Kingdom or distribution of this Base 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 Base Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any applicable
laws and regulations. Persons into whose possession this Base Prospectus or any Notes may come must
inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and
the offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus
and the offer or sale of Notes in the United States, the European Economic Area (including the Republic of
Italy and France), the United Kingdom, Japan, Singapore and Switzerland. See "Subscription and Sale".
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area (each a "Member State") will be made pursuant to an exemption under the
Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Accordingly any
person making or intending to make an offer in that Member State of Notes which are the subject of an
offering contemplated in this Base Prospectus as completed by the relevant Final Terms in relation to the
offer of those Notes may only do so in circumstances in which no obligation arises for the Issuer or any
Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes
in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a
prospectus for such offer.
Prohibition of Sales to EEA Retail Investors  If the Final Terms (or the Drawdown Prospectus, as the
case may be) in respect of any Notes includes a legend entitled "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 European Economic Area ("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 MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, 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 Regulation (EU) No. 1286/2014 (as amended, 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  If the Final Terms (or the Drawdown Prospectus, as the
case may be) in respect of any Notes includes a legend entitled "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 UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA 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 UK domestic law
by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No.
1286/2014 as it forms part of UK domestic law by virtue of the EUWA (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.
MIFID II product governance / target market  The Final Terms in respect of any Notes may include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect

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of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels. A determination will be made in relation to each issue about
whether, for the purpose of the MiFID II Product Governance rules under EU Delegated Directive 2017/593
(the "MiFID II Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in
respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the MIFID II Product Governance Rules.
UK MiFIR product governance / target market  The Final Terms (or the Drawdown Prospectus, as the
case may be) in respect of any Notes may include a legend entitled "UK MiFIR Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate. Any distributor (as defined above) should take into consideration the target
market assessment; however, a distributor subject to the MiFIR product governance rules set out in 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 target market assessment) and determining appropriate distribution
channels. A determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of
such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be
a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
The Notes of each Tranche may:
A. initially be represented by a temporary global note ("Temporary Global Note") which (i) in
respect of a Temporary Global Note which is not intended to be issued in new global note form,
will be deposited on the issue date thereof with a common depositary on behalf of Euroclear Bank
SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or any
other agreed clearance system, and (ii) in respect of a Temporary Global Note which is intended
to be issued in new global note form, will be deposited on the issue date thereof with a common
safekeeper for Euroclear and/or Clearstream, Luxembourg and/or any other agreed clearance
system. Each Temporary Global Note will be exchangeable, as specified in the applicable Final
Terms, for either a permanent global note ("Permanent Global Note") or Notes in definitive form,
in each case upon certification as to non-US beneficial ownership as required by U.S. Treasury
Regulations. A Permanent Global Note will be exchangeable, in whole but not in part, for
definitive Notes, all as further described below; or
B. be held in dematerialised form on behalf of the beneficial owners, until redemption or cancellation
thereof, by Monte Titoli S.p.A. with registered office and principal place of business at Piazza
degli Affari 6, 20123 Milan, Italy ("Monte Titoli"), for the account of the relevant Monte Titoli
Account Holders. The expression "Monte Titoli Account Holders" means any authorised financial
intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli
and includes any depository banks appointed by Euroclear, as operator of the Euroclear System,
and Clearstream, Luxembourg. The Dematerialised Notes have been accepted for clearance by
Monte Titoli. The Dematerialised Notes will at all times be held in book entry form and title to the
Dematerialised Notes will be evidenced by book entries pursuant to the relevant provisions of
Italian Legislative Decree dated 24 February 1998, No. 58, as subsequently amended and
supplemented (the "Italian Finance Act") and in accordance with the Commissione Nazionale
per le società e la Borsa ("CONSOB") and Bank of Italy Joint Regulation dated 13 August 2018,
as subsequently amended and supplemented ("CONSOB and Bank of Italy Joint Regulation").
The Noteholders may not require physical delivery of the Dematerialised Notes. However, the
Noteholders may ask the relevant intermediaries for certification pursuant to Article 83-quinquies
and 83-sexies of the Italian Finance Act (the "Dematerialised Notes").
This Base 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,

iii

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.
Suitability of Notes as investments The Notes may not be a suitable investment for all investors. Each
potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
this Base Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
thoroughly understand the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios of
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield as an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial
instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes
will perform under changing conditions, the resulting effects on the value of the Notes and the impact this
investment will have on the potential investor's overall investment portfolio.
Legal investment considerations may restrict certain investments  The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent: (1) Notes
are legal investments for it, (2) Notes can be used as collateral for various types of borrowing, and (3) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk based capital or similar rules.
Third Party Information  Certain information and statistics presented in this Base Prospectus regarding
markets and market share of the Issuer or the Group are either derived from, or are based on, internal data
or publicly available data from external sources. In addition, the sources for the rating information set out
in the section headed "Selected Consolidated Financial Data Rating" of this Base Prospectus are the
following rating agencies: Moody's, Fitch, S&P and DBRS (each as defined below). In respect of
information in this Base Prospectus that has been extracted from a third party, the Issuer confirms that such
information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from
information published by third parties, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Although the Issuer believes that the external sources used are
reliable, the Issuer has not independently verified the information provided by such sources.
In this Base Prospectus, references to websites are included for information purposes only. The contents of
any websites (except for the documents (or portions thereof) incorporated by reference into this Base
Prospectus to the extent set out on any such website) referenced in this Base Prospectus do not constitute a
part of or are incorporated into this Base Prospectus and have not been scrutinised or approved by the CSSF.
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; "U.S. dollars", "U.S.$" and "$" refer to United States dollars being the

iv

currency of the United States of America; "Sterling" refers to the currency of the United Kingdom; "yen"
refers to the currency of Japan; and references to the "Banco BPM Group" or the "Group" are to BANCO
BPM S.p.A. and its subsidiaries.
Certain figures and percentages included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown in the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable
Final Terms or, as the case may be, Drawdown Prospectus 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 relevant Tranche of 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 relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of 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(s) and the relevant Dealers.

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CONTENTS

Page
DESCRIPTION OF THE PROGRAMME ................................................................................................... 1
RISK FACTORS ........................................................................................................................................ 13
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 44
TERMS AND CONDITIONS OF THE NOTES IN PHYSICAL FORM ................................................. 46
TERMS AND CONDITIONS OF THE DEMATERIALISED NOTES.................................................... 90
FORM OF THE NOTES .......................................................................................................................... 136
FORM OF FINAL TERMS ...................................................................................................................... 138
USE OF PROCEEDS ............................................................................................................................... 156
SELECTED CONSOLIDATED FINANCIAL DATA ............................................................................ 158
DESCRIPTION OF THE ISSUER AND THE GROUP .......................................................................... 162
REGULATORY ....................................................................................................................................... 186
TAXATION ............................................................................................................................................. 197
SUBSCRIPTION AND SALE ................................................................................................................. 206
GENERAL INFORMATION .................................................................................................................. 210

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DESCRIPTION OF THE PROGRAMME
The following description 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 Terms and Conditions of the Notes of such Tranche and the relevant Final Terms.
This description constitutes a general description of the Programme for the purposes of Article 25 of the
Commission Regulation (EU) No. 2019/980 (as amended). Words and expressions defined in "Form of the
Notes", "Terms and Conditions of the Notes in Physical Form" and "Terms and Conditions of the
Dematerialised Notes" shall have the same meanings in this description. References to the relevant
Conditions shall be to the "Terms and Conditions of the Notes in Physical Form" (for Notes in Physical
Form) and the "Terms and Conditions of the Dematerialised Notes" (for Dematerialised Notes) and
references to a numbered "Condition" shall be to the relevant Condition in the relevant Terms and
Conditions.
Issuer:
BANCO BPM S.p.A.
Issuer Legal Entity Identifier (LEI)
815600E4E6DCD2D25E30
Description:
Euro Medium Term Note Programme
Arranger:
Citigroup Global Markets Europe AG
Dealers:
Banca Akros S.p.A. Gruppo Banco BPM
Banco Santander, S.A.
Barclays Bank Ireland PLC
BNP Paribas
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Crédit Agricole Corporate and Investment Bank
Deutsche Bank Aktiengesellschaft
Goldman Sachs International
HSBC Continental Europe
Intesa Sanpaolo S.p.A.
J.P. Morgan SE
Mediobanca Banca di Credito Finanziario S.p.A.
Morgan Stanley & Co. International plc
NatWest Markets N.V.
Nomura Financial Products Europe GmbH
Société Générale
UBS Europe SE

and any other dealers appointed in accordance with
the Programme Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in
respect of which particular laws, guidelines,
regulations, restrictions or reporting requirements
apply will only be issued in circumstances which
comply with such laws, guidelines, regulations,
restrictions or reporting requirements from time to
time. See "Subscription and Sale".
Issuing and Paying Agent (for Notes in
Citibank, N.A., London Branch
Physical Form):
Paying Agent for the Dematerialised Notes
BANCO BPM S.p.A.

1

Luxembourg Listing Agent:
BNP Paribas, Luxembourg Branch
Programme Size:
Up to 25,000,000,000 (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:
Notes may be distributed by way of private or public
placement and in each case on a syndicated or
non-syndicated basis.
Currencies:
Euro, Sterling, U.S. dollars, yen and, subject to any
applicable legal or regulatory restrictions, any other
currency agreed between the Issuer and the relevant
Dealer(s).
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 central bank (or
equivalent body) or any laws or regulations
applicable to the Issuer or the relevant Specified
Currency.

In the case of Senior Non-Preferred Notes, pursuant
to Article 12-bis, paragraph 1, letter a), of the Italian
Banking Act, the Maturity Date shall not fall earlier
than twelve months after their Issue Date.

In the case of Subordinated Notes, unless otherwise
permitted by current laws, regulations, directives
and/or the requirements of the Relevant Authority (as
defined in the Conditions) applicable to the issue of
Subordinated Notes by the Issuer, Subordinated
Notes must have a minimum maturity of five years.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if
the proceeds of the issue are accepted in the United
Kingdom, constitute deposits for the purposes of the
prohibition on accepting deposits contained in
section 19 of the Financial Services and Markets Act
2000 (the "FSMA") unless they are issued to a
limited class of professional investors and have a
denomination of at least £100,000 or its equivalent,
see "Subscription and Sale United Kingdom".

Under
the
Luxembourg
Prospectus
Law,
prospectuses for the listing of money market
instruments having a maturity at issue of less than 12
months and complying also with the definition of
securities do not need to be approved by the CSSF
but would need to be approved by the Luxembourg
Stock Exchange in accordance with Part III of the
Luxembourg Prospectus Law.
Final Terms or
Notes issued under the Programme may be issued
Drawdown Prospectus:
either (1) pursuant to this Base Prospectus and the
relevant Final Terms or (2) pursuant to a drawdown

2

Document Outline

#9">DESCRIPTION OF THE PROGRAMME
#21">RISK FACTORS
- #21">Risks related to the impact of global macro-economic factors
- #22">Risks related to the financial situation of the Issuer and the Group
- #25">Risks relating to the Issuers business activities and industry
- #31">Risks relating to European and Italian banking regulations
- #34">Risks related to the Notes generally
- #37">Risks related to the structure of a particular issue of Notes
- #46">Risks relating to Senior Preferred Notes and Senior Non-Preferred Notes
- #47">Risks relating to Senior Non-Preferred Notes only
- #48">Risks relating to Subordinated Notes
- #50">Risks related to the market generally
#52">DOCUMENTS INCORPORATED BY REFERENCE
- #52">(a) the English translation of audited consolidated annual financial statements of Banco BPM as at and for the year ended 31 December 2022 (the 2022 Annual Financial StatementsŽ), which were audited by PricewaterhouseCoopers S.p.A., together with the...
- #52">(b) the English translation of audited consolidated annual financial statements of Banco BPM as at and for the year ended 31 December 2023 (the 2023 Annual Financial StatementsŽ), which were audited by PricewaterhouseCoopers S.p.A., together with the...
- #52">(c) the English translation of press release issued on 8 February 2024 on the consolidated results of Banco BPM as at and for the year ended 31 December 2023 (the 8 February 2024 Press ReleaseŽ), which is available at https://gruppo.bancobpm.it/media...
- #52">(d) the English translation of press release issued on 7 May 2024 on the consolidated results of Banco BPM as at and for the three months ended 31 March 2024 (the 7 May 2024 Press ReleaseŽ), which is available at https://gruppo.bancobpm.it/media/dlm_...
- #52">(e) the sections entitled Terms and Conditions of the Dematerialised NotesŽ on pages 89-134 of the base prospectus relating to the programme dated 6 June 2023 (the 2023 Base ProspectusŽ), which is available at https://gruppo.bancobpm.it/media/dlm_up...
- #52">(f) the English translation of articles of association (statuto) of the Issuer (incorporated for information purposes) (the Articles of AssociationŽ), which is available at https://gruppo.bancobpm.it/media/dlm_uploads/Statuto-BBPM-ENG_07.04.2022.pdf,
#54">TERMS AND CONDITIONS OF THE NOTES IN PHYSICAL FORM
- #55">1. FORM, DENOMINATION AND TITLE
- #56">2. DEFINITIONS
- #57">BRRD Implementing DecreesŽ means the Legislative Decrees No. 180 and 181 of November 16, 2015, implementing the BRRD in the Republic of Italy, as amended or replaced from time to time (including, without limitation, as a consequence of the transposit...
  - #62">(a) if Single Mid-Swap Rate is specified in the applicable Final Terms, the rate for swaps in the Specified Currency:
    - #62">(i) with a term equal to the relevant Reset Period; and
    - #62">(ii) commencing on the relevant Reset Date, which appears on the Relevant Screen Page; or
  - #62">(b) if Mean Mid-Swap Rate is specified in the applicable Final Terms, the arithmetic mean (expressed as a percentage rate per annum and rounded, if necessary, to the nearest 0.001 per cent. (0.0005 per cent. being rounded upwards)) of the bid and offe...
    - #62">(i) with a term equal to the relevant Reset Period; and
    - #62">(ii) commencing on the relevant Reset Date, which appear on the Relevant Screen Page,
- #65">3. STATUS OF THE NOTES
  - #66">(i) junior to all present or future unsecured and unsubordinated obligations of the Issuer (including, without limitation, any obligations under the Senior Notes ) or any other present or future subordinated obligations of the Issuer which rank, or ar...
  - #66">(ii) pari passu among themselves and with any other present or future obligations of the Issuer which do not rank, or are not expressed by their terms to rank, junior or senior to the Subordinated Notes (including the Issuers obligations in respect o...
  - #66">(iii) senior to any present or future obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Subordinated Notes (including, without limitation, the claims of the shareholders of the Issuer and any other obligation...
  - #66">(i) junior to all present or future unsecured and unsubordinated obligations of the Issuer and any other present or future unconditional, unsecured and subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, senior ...
  - #66">(ii) pari passu with all other present or future subordinated obligations of the Issuer that have ceased to qualify, in their entirety, as Tier 2 Capital or Own Funds and with all other subordinated obligations of the Issuer that have such ranking; and
  - #66">(iii) senior to (i) all present or future unsecured and unsubordinated obligations of the Issuer, (ii) any other present or future subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Notes (includi...
  - #67">3.4 No Negative Pledge
- #67">4. INTEREST
  - #67">4.1 Interest on Fixed Rate Notes
  - #67">4.2 Interest on Reset Notes
    - #68">(a) Rate of Interest and Interest Payment Dates
      - #68">(i) from (and including) the Interest Commencement Date until (but excluding) the First Reset Date at the rate per annum equal to the Initial Rate of Interest;
      - #68">(ii) from (and including) the First Reset Date until (but excluding) the Second Reset Date or, if no such Second Reset Date is specified in the applicable Final Terms, the Maturity Date at the rate per annum equal to the First Reset Rate of Interest; and
      - #68">(iii) for each Subsequent Reset Period thereafter (if any), at the rate(s) per annum equal to the relevant Subsequent Reset Rate of Interest,
    - #68">(b) Reset Reference Rate Conversion
    - #68">(c) Fallbacks
  - #69">4.3 Interest on Floating Rate Notes and CMS Linked Interest Notes
    - #69">(a) Interest Payment Dates
    - #69">(b) Rate of Interest
    - #75">(c) Minimum Rate of Interest and/or Maximum Rate of Interest
    - #75">(d) Linear Interpolation
    - #76">(e) Determination of Rate of Interest and calculation of Interest Amounts
    - #76">(f) Notification of Rate of Interest and Interest Amounts
    - #77">(g) Certificates to be final
    - #77">(h) Benchmark Discontinuation
  - #81">4.4 Accrual of interest
- #81">5. PAYMENTS
  - #81">5.1 Method of Payment
  - #81">5.2 Presentation of definitive Notes and Coupons
  - #82">5.3 Payments in respect of Global Notes
  - #82">5.4 General provisions applicable to payments
  - #83">5.5 Payment Day
  - #83">5.6 Interpretation of principal and interest
- #84">6. REDEMPTION, PURCHASE AND CANCELLATION
  - #84">6.1 Redemption at maturity
  - #84">6.2 Redemption for tax reasons
  - #85">6.3 Redemption of Subordinated Notes for regulatory reasons
  - #86">6.4 Redemption of Senior Notes due to a MREL Disqualification Event
  - #86">6.5 Redemption at the option of the Issuer (Issuer Call)
  - #87">6.6 Redemption at the option of the Noteholders (Investor Put)
  - #88">6.7 Clean-up Redemption at the Option of the Issuer
  - #88">6.8 Early Redemption Amounts
  - #89">6.9 Purchases
  - #89">6.10 Cancellation
  - #89">6.11 Late payment on Zero Coupon Notes
  - #89">6.12 Regulatory conditions for call, redemption, repayment or repurchase of Subordinated Notes
  - #90">6.13 Regulatory conditions for call, redemption, repayment or repurchase of Senior Notes
- #91">7. TAXATION
- #92">8. PRESCRIPTION
- #92">9. EVENTS OF DEFAULT AND ENFORCEMENT
  - #92">9.1 Events of Default
- #93">10. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS
- #93">11. PAYING AGENTS
- #93">12. EXCHANGE OF TALONS
- #94">13. NOTICES
- #94">14. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER
  - #94">14.1 Meeting of the Noteholders, Modification and Waiver
  - #95">14.2 Modification of the Notes
    - #95">(a) such modification is reasonably necessary in the sole opinion of the Issuer to ensure, as applicable, that no Regulatory Event, Tax Law Change, MREL Disqualification Event or Alignment Event would exist thereafter, or that the effectiveness and en...
    - #95">(b) following such modification of the existing Notes (the Existing NotesŽ):
      - #95">(A) the terms and conditions of the Notes, as so modified (the Modified NotesŽ), are not materially less favourable to a holder of the Existing Notes (as reasonably determined by the Issuer and other than in respect of the effectiveness and enforceab...
      - #95">(B) the Modified Notes shall have a ranking at least equal to that of the Existing Notes and shall feature the same tenor, principal amount, interest rates (including applicable margins), Interest Payment Dates and redemption rights as the Existing No...
      - #95">(C) the Modified Notes are assigned (or maintain) the same solicited credit ratings (if any) as were assigned to the Existing Notes immediately prior to such modification, provided that such change in rating, if any, shall only be relevant for the pur...
      - #95">(D) the Modified Notes continue to be listed on a recognised stock exchange, if the Existing Notes were listed immediately prior to such modification;
    - #95">(c) the modification does not itself give rise to any right of the Issuer to redeem the Existing Notes prior to their Maturity Date, without prejudice to the provisions under Condition 6.5 (Redemption at the option of the Issuer (Issuer Call)) and Con...
    - #96">(d) the Relevant Authority has approved such modification (if such approval is required under the Applicable Banking Regulations or the MREL Requirements applicable at that time), or has received prior written notice thereof (if such notice is require...
    - #96">(e) any modification made under this Condition 14.2 can also determine a change in the governing law provided under Condition 16.1 (Governing law) from Italian law and/or in the jurisdiction and service of process provisions set out in Condition 16.2 ...
- #96">15. FURTHER ISSUES
- #96">16. GOVERNING LAW AND SUBMISSION TO JURISDICTION
  - #96">16.1 Governing law
  - #96">16.2 Submission to jurisdiction
- #96">17. CONTRACTUAL RECOGNITION OF BAIL-IN POWER
#98">TERMS AND CONDITIONS OF THE DEMATERIALISED NOTES
- #98">1. FORM, DENOMINATION AND TITLE
- #99">2. DEFINITIONS
- #100">BRRD Implementing DecreesŽ means the Legislative Decrees No. 180 and 181 of November 16, 2015, implementing the BRRD in the Republic of Italy, as amended or replaced from time to time (including, without limitation, as a consequence of the transposit...
  - #105">(a) if Single Mid-Swap Rate is specified in the applicable Final Terms, the rate for swaps in the Specified Currency:
    - #105">(i) with a term equal to the relevant Reset Period; and
    - #105">(ii) commencing on the relevant Reset Date, which appears on the Relevant Screen Page; or
  - #105">(b) if Mean Mid-Swap Rate is specified in the applicable Final Terms, the arithmetic mean (expressed as a percentage rate per annum and rounded, if necessary, to the nearest 0.001 per cent. (0.0005 per cent. being rounded upwards)) of the bid and offe...
    - #106">(i) with a term equal to the relevant Reset Period; and
    - #106">(ii) commencing on the relevant Reset Date, which appear on the Relevant Screen Page,
- #108">3. STATUS OF THE DEMATERIALISED NOTES
  - #110">(i) junior to all present or future unsecured and unsubordinated obligations of the Issuer (including, without limitation, any obligations under the Senior Notes) or any other present or future subordinated obligations of the Issuer which rank, or are...
  - #110">(ii) pari passu among themselves and with any other present or future obligations of the Issuer which do not rank, or are not expressed by their terms to rank, junior or senior to the Subordinated Notes (including the Issuers obligations in respect o...
  - #110">(iii) senior to any present or future obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Subordinated Notes (including, without limitation, the claims of the shareholders of the Issuer and any other obligation...
  - #110">(i) junior to all present or future unsecured and unsubordinated obligations of the Issuer and any other present or future unconditional, unsecured and subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, senior ...
  - #110">(ii) pari passu with all other present or future subordinated obligations of the Issuer that have ceased to qualify, in their entirety, as Tier 2 Capital or Own Funds and with all other subordinated obligations of the Issuer that have such ranking; and
  - #110">(iii) senior to (i) all present or future unsecured and unsubordinated obligations of the Issuer, (ii) any other present or future subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Notes (includi...
  - #110">3.4 No Negative Pledge
- #110">4. INTEREST
  - #110">4.1 Interest on Fixed Rate Notes
  - #111">4.2 Interest on Reset Notes
  - #111">(a) Rate of Interest and Interest Payment Dates
    - #111">(i) from (and including) the Interest Commencement Date until (but excluding) the First Reset Date at the rate per annum equal to the Initial Rate of Interest;
    - #111">(ii) from (and including) the First Reset Date until (but excluding) the Second Reset Date or, if no such Second Reset Date is specified in the applicable Final Terms, the Maturity Date at the rate per annum equal to the First Reset Rate of Interest; and
    - #111">(iii) for each Subsequent Reset Period thereafter (if any), at the rate(s) per annum equal to the relevant Subsequent Reset Rate of Interest,
  - #111">(b) Reset Reference Rate Conversion
  - #112">(c) Fallbacks
  - #112">4.3 Interest on Floating Rate Notes and CMS Linked Interest Notes
  - #112">(a) Interest Payment Dates
    - #112">(i) the date or dates specified as a specified interest payment date in each year specified in the relevant Final Terms (a Specified Interest Payment DateŽ); or
    - #113">(i) in any case where Specified Periods are specified in accordance with Condition 4.3(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant mo...
  - #113">(b) Rate of Interest
    - #113">(i) ISDA Determination for Floating Rate Notes
    - #116">(iii) Screen Rate Determination for Floating Rate Notes which are linked to the CMS Rate
  - #119">(c) Minimum Rate of Interest and/or Maximum Rate of Interest
  - #119">(d) Linear Interpolation
    - #119">(i) (where Screen Rate DeterminationŽ is specified as being applicable in the relevant Final Terms) which appear on the Relevant Screen Page as of the Specified Time on the relevant Interest Determination Date, where:
  - #120">(e) Determination of Rate of Interest and calculation of Interest Amounts
  - #120">(f) Notification of Rate of Interest and Interest Amounts
  - #120">(g) Certificates to be final
  - #120">(h) Benchmark Discontinuation
    - #121">(i) the Issuer shall use reasonable endeavours to select and appoint an Independent Adviser, as soon as reasonably practicable, to determine a Successor Reference Rate, failing which an Alternative Reference Rate, and in each case an Adjustment Spread...
  - #124">4.4 Accrual of interest
- #125">5. PAYMENTS
  - #125">5.1 Method of Payment
  - #125">5.2 Payment to Noteholders
  - #125">5.3 Payments subject to fiscal laws
  - #125">5.4 Payment Day
  - #125">5.5 Interpretation of principal and interest
- #126">6. REDEMPTION, PURCHASE AND CANCELLATION
  - #126">6.1 Redemption at maturity
  - #126">6.2 Redemption for tax reasons
  - #127">6.3 Redemption of Subordinated Notes for regulatory reasons
  - #128">6.4 Redemption of Senior Notes due to a MREL Disqualification Event
  - #128">6.5 Redemption at the option of the Issuer (Issuer Call)
  - #129">6.6 Redemption at the option of the Noteholders (Investor Put)
  - #129">6.7 Clean-up Redemption at the Option of the Issuer
  - #130">6.8 Early Redemption Amounts
  - #130">6.9 Purchases
  - #130">6.10 Cancellation
  - #131">6.11 Late payment on Zero Coupon Notes
  - #131">6.12 Regulatory conditions for call, redemption, repayment or repurchase of Subordinated Notes
  - #132">6.13 Regulatory conditions for call, redemption, repayment or repurchase of Senior Notes
- #133">7. TAXATION
- #134">8. PRESCRIPTION
- #134">9. EVENTS OF DEFAULT AND ENFORCEMENT
  - #134">9.1 Events of Default
- #134">10. PAYING AGENTS
- #134">11. NOTICES
- #135">12. MEETING OF THE NOTEHOLDERS, MODIFICATION AND WAIVER
  - #135">12.1 Meeting of the Noteholders
  - #135">12.2 Modification and waiver
  - #135">12.3 Modification of the Notes
    - #135">(a) such modification is reasonably necessary in the sole opinion of the Issuer to ensure, as applicable, that no Regulatory Event, Tax Law Change, MREL Disqualification Event or Alignment Event would exist thereafter, or that the effectiveness and en...
    - #135">(b) following such modification of the existing Notes (the Existing NotesŽ):
      - #135">(A) the terms and conditions of the Notes, as so modified (the Modified NotesŽ), are not materially less favourable to a holder of the Existing Notes (as reasonably determined by the Issuer and other than in respect of the effectiveness and enforceab...
      - #135">(B) the Modified Notes shall have a ranking at least equal to that of the Existing Notes and shall feature the same tenor, principal amount, interest rates (including applicable margins), Interest Payment Dates and redemption rights as the Existing No...
      - #135">(C) the Modified Notes are assigned (or maintain) the same solicited credit ratings (if any) as were assigned to the Existing Notes immediately prior to such modification, provided that such change in rating, if any, shall only be relevant for the pur...
      - #136">(D) the Modified Notes continue to be listed on a recognised stock exchange, if the Existing Notes were listed immediately prior to such modification;
    - #136">(c) the modification does not itself give rise to any right of the Issuer to redeem the Existing Notes prior to their Maturity Date, without prejudice to the provisions under Condition 6.5 (Redemption at the option of the Issuer (Issuer Call) and Cond...
    - #136">(d) the Relevant Authority has approved such modification (if such approval is required under the Applicable Banking Regulations or the MREL Requirements applicable at that time), or has received prior written notice thereof (if such notice is require...
    - #136">(e) any modification made under this Condition 12.3 can also determine a change in the governing law provided under Condition 14.1 (Governing law) from Italian law and/or in the jurisdiction and service of process provisions set out in Condition 14.2 ...
- #136">13. FURTHER ISSUES
- #136">14. GOVERNING LAW AND SUBMISSION TO JURISDICTION
  - #136">14.1 Governing law
  - #136">14.2 Submission to jurisdiction
- #137">15. CONTRACTUAL RECOGNITION OF BAIL-IN POWER
  - #138">(a) As used in this schedule the following expressions shall have the following meanings unless the context otherwise requires:
    - #138">(i) "voting certificate" shall mean a certificate issued by the relevant Monte Titoli Account Holder in accordance with applicable laws and regulations, in which it is stated:
      - #138">(A) that on the date thereof, Notes will be blocked in an account with the relevant Monte Titoli Account Holder and will not be released until the first to occur of:
        #138">(1) the conclusion of the meeting specified in such certificate or, if later, of any adjourned such meeting; and
        #138">(2) the surrender of the certificate to the relevant Monte Titoli Account Holder and the notification of the release thereof to the Issuer; and
      - #138">(B) that the bearer thereof is entitled to attend and vote at such meeting and anyadjourned such meeting in respect of the Notes represented by such certificate;
    - #138">(ii) "block voting instruction" shall mean a document issued by a Noteholder through the relevant Monte Titoli Account Holder) and delivered to the Issuer in which:
      - #138">(A) it is certified that Notes are blocked in an account with the relevant Monte Titoli Account Holder and that no such Notes will cease to be so blocked until the first to occur of:
        #138">(1) the conclusion of the meeting specified in such document or, if later, of any adjourned such meeting; and
        #138">(2) the surrender to the Issuer not less than 48 hours before the time for which such meeting or any adjourned such meeting is convened of the voting certificate;
      - #138">(B) it is certified that each holder of such Notes or a duly authorised agent on his behalf has instructed that the vote(s) attributable to the Note or Notes so blocked should be cast in a particular way in relation to the resolution or resolutions to...
      - #138">(C) the aggregate principal amount of the Notes so blocked are listed distinguishing with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in ...
      - #139">(D) one or more persons named in such document (each hereinafter called a "proxy") is or are authorised and instructed by the Noteholder to cast the votes attributable to the Notes so listed in accordance with the instructions referred to in (c) above...
    - #139">(iii) "24 hours" shall mean a period of 24 hours including all or part of a day upon which banks are open for business in the place where the relevant meeting is to be held and such period shall be extended by one period or, to the extent necessary, m...
    - #139">(iv) "48 hours" shall mean a period of 48 hours including all or part of two days upon which banks are open for business in the place where the relevant meeting is to be held and such period shall be extended by one period or, to the extent necessary,...
  - #139">(b) a holder of a Note may obtain a voting certificate in respect of such Note from a relevant Monte Titoli Account Holder or issue a block voting instruction (through the relevant Monte Titoli Account Holder) in respect of such Note, in each case not...
  - #139">2. The Issuer may at any time - and shall upon a requisition in writing by the holders of not less than 10 per cent. in nominal amount of the Notes for the time being outstanding - convene a meeting of the Noteholders and if the Issuer makes default f...
  - #139">3. At least 21 days' notice (exclusive of the day on which the notice is given and the day on which the meeting is to be held) specifying the place, day and hour of meeting (as well as, if necessary, venues connected by audio or video conferencing tha...
  - #139">4. A person (who may but need not be a Noteholder) nominated by the Issuer shall be entitled to take the chair at the relevant meeting or adjourned meeting but if no such nomination is made or if at any meeting or adjourned meeting the person nominate...
  - #140">5. At any such meeting two or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than one-tenth of the nominal amount of the Notes for the time being outstanding shall (exce...
  - #140">6. The quorum at any such meeting for passing an extraordinary resolution shall (subject as provided below) be two or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate a clear major...
    - #140">(a) reduction or cancellation of the amount payable or, where applicable, modification (except where such modification is in the opinion of the Issuer bound to result in an increase in the amount of principal or interest in respect of the Notes) of th...
    - #140">(b) alteration of the currency in which payments under the Notes are to be made;
    - #140">(c) alteration of the majority required to pass an extraordinary resolution;
    - #140">(d) the sanctioning of any such scheme or proposal as is described below; and
    - #140">(e) alteration of this proviso or the proviso to paragraph 7 below;
  - #141">7. At any adjourned meeting, two or more persons present holding Notes or voting certificates or being proxies (whatever the nominal amount of the Notes so held or represented by them) shall (subject as provided below) form a quorum and shall have pow...
  - #141">8. Notice of any adjourned meeting at which an extraordinary resolution is to be submitted shall be given in the same manner as notice of an original meeting but with at least 10 days notice and pursuant to paragraph 3 above for the rest, and such no...
  - #141">9. Every question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) ...
  - #141">10. At any meeting unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman, the issuer or any person present holding a Note of the relevant series or a voting certificate or being a proxy (whatever t...
  - #141">11. Subject to paragraph 13 below, if at any such meeting a poll is so demanded it shall be taken in such manner and subject as hereinafter provided either at once or after an adjournment as the chairman directs and the result of such poll shall be de...
  - #141">12. The chairman may with the consent of (and shall if directed by) any such meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully (but for ...
  - #141">13. Any poll demanded at any such meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.
  - #141">14. Any director, officer or employee of the Issuer and its lawyers and any other person authorised so to do by the Issuer may attend and speak at any meeting. Save as aforesaid, no person shall be entitled to attend and speak nor shall any person be ...
  - #142">15. Subject as provided in paragraph 14 hereof at any meeting:
    - #142">(a) on a show of hands every person who is present in person and produces a Note or voting certificate or is a proxy shall have one vote; and
    - #142">(b) on a poll every person who is so present shall have one vote in respect of each euro 1 or such other amount as the issuer may in its absolute discretion stipulate (or, in the case of meetings of holders of Notes denominated in another currency, su...
  - #142">16. The proxies named in any block voting instruction or form of proxy need not be Noteholders.
  - #142">17. Each block voting instruction shall be deposited by the relevant Noteholder at such place as the Issuer shall approve not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the proxies named in the b...
  - #142">18. Any vote given in accordance with the terms of a block voting instruction shall be valid notwithstanding the previous revocation or amendment of the block voting instruction of any of the relevant noteholders' instructions pursuant to which it was...
  - #142">19. A meeting of the Noteholders shall in addition to the powers hereinbefore given have the following powers exercisable only by extraordinary resolution (subject to the provisions relating to quorum contained in paragraphs 6 and 7 above) namely:
    - #142">(a) power to sanction any compromise or arrangement proposed to be made between the Issuer, any appointee and the Noteholders or any of them.
    - #142">(b) power to sanction any abrogation, modification, compromise or arrangement in respect of the rights of any appointee and the Noteholders, against the Issuer or against any other or others of them or against any of their property whether such rights...
    - #142">(c) power to assent to any modification of these Provisions which shall be proposed by the Issuer or any Noteholder.
    - #142">(d) power to give any authority or sanction which under these Provisions is required to be given by extraordinary resolution.
    - #142">(e) power to appoint any persons (whether Noteholders or not) as a committee or committees to represent the interests of the Noteholders and to confer upon such committee or committees any powers or discretions which the Noteholders could themselves e...
    - #143">(f) power to approve of a person to be appointed an agent and power to remove any agent or agents for the time being.
    - #143">(g) power to sanction any scheme or proposal for the exchange or sale of the Notes for or the conversion of the Notes into or the cancellation of the Notes in consideration of shares, stock, notes, bonds, debentures, debenture stock and/or other oblig...
  - #143">20. Any resolution passed at a meeting of the Noteholders duly convened and held in accordance with these Provisions shall be binding upon all the Noteholders whether present or not present at such meeting and whether or not voting and each of them sh...
  - #143">21. the expression "extraordinary resolution" when used in these Provisions means (a) a resolution passed at a meeting of the Noteholders duly convened and held in accordance with these presents by a majority consisting of not less than three-fourths ...
  - #143">22. Minutes of all resolutions and proceedings at every meeting of the Noteholders shall be made and entered in books to be from time to time provided for that purpose by the Issuer and any such minutes as aforesaid if purporting to be signed by the c...
  - #143">23. The issuer may, without the consent of the Noteholders, modify the Notes, provided that such modification is: (a) in the opinion of the Issuer, not prejudicial to the interests of the Noteholders; or (b) of a formal, minor or technical nature or t...
  - #143">24. If the Issuer shall have issued and have outstanding Notes which are not denominated in Euro in the case of any meeting of holders of Notes of more than one currency, the principal amount of such notes shall (i) for the purposes of paragraph 2 abo...
#144">FORM OF THE NOTES
#146">FORM OF FINAL TERMS
- #147">PART A … CONTRACTUAL TERMS
- #159">PART B … OTHER INFORMATION
#164">USE OF PROCEEDS
#166">SELECTED CONSOLIDATED FINANCIAL DATA
- #166">Group financial highlights
- #167">Financial and economic ratios and other Group figures
- #168">Credit quality
- #168">Capital Requirements for the Group
- #169">Rating
#170">DESCRIPTION OF THE ISSUER AND THE GROUP
- #170">Introduction
- #170">History of the Group
- #172">Structure of the Group
- #172">Strategy
- #179">Activities of the Group
- #184">Environmental, Social and Governance Matters
- #185">Risk Management
- #186">Inspection activities and proceedings conducted by the ECB, Bank of Italy and CONSOB on Banco BPM S.p.A.
- #186">Legal Proceedings of the Group
- #186">Corporate Governance System
- #192">Principal Shareholders
- #192">Independent Auditors
- #192">Recent Developments
#194">REGULATORY
- #203">- Legislative Decree no. 90 of 25 May 2017, which amended Legislative Decree no. 231 of 21 November 2007 (Decree 231/2007Ž), implementing Directive (EU) 2015/849 on the prevention of the use of the financial system for the purpose of money laundering...
- #204">- Legislative Decree no. 125 of 4 October 2019, which amended, inter alia, Legislative Decree no. 90 of 25 May 2017, implementing Directive (EU) 2018/843, amending Directive (EU) 2015/849 on the prevention of the use of the financial system for the pu...
- #204">- the provisions adopted on 26 March 2019, regarding the organisation, procedures and internal controls aimed at preventing the use of intermediaries for the purposes of money laundering and terrorist financing; and
- #204">- the provisions adopted on 30 July 2019, regarding the adequate verification of clients and for the fight against money laundering and terrorist financing;
#205">TAXATION
- #205">Tax treatment of the Notes
- #208">Tax treatment of Notes that qualify as atypical securities
- #211">Inheritance and gift taxes
- #211">Transfer Tax
- #211">Stamp Duty on the Notes
- #212">Tax Monitoring
- #212">The Proposed Financial Transactions Tax (FTTŽ)
- #212">Foreign Account Tax Compliance Act (FATCAŽ)
#214">SUBSCRIPTION AND SALE
- #214">United States
- #214">Prohibition of Sales to EEA Retail Investors
- #215">United Kingdom
- #215">Republic of Italy
- #216">France
- #216">Japan
- #216">Singapore
- #216">Switzerland
- #217">General
#218">GENERAL INFORMATION
- #218">Name and Legal Form of the Issuer
- #218">Corporate Purpose
- #218">Share Capital of the Issuer
- #218">Authorisation
- #218">Legal Entity Identifier
- #218">Approval, Listing of Notes and Admission to Trading
- #218">Documents Available
- #219">(e) any future base prospectuses, prospectuses, information memoranda, supplements and Final Terms (save that a Final Terms relating to a Note, which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the...
- #219">(f) any Green Bond FrameworkŽ, Social Bond FrameworkŽ and/or Sustainable Bond FrameworkŽ that the Issuer may publish in connection with the issuance of Notes classified as Green BondsŽ, Social BondsŽ or Sustainability BondsŽ.
- #219">Clearing Systems
- #219">Conditions for Determining Price
- #220">Website and Telephone
- #220">Significant or Material Change
- #220">Litigation
- #220">Material Contracts
- #220">Independent Auditors
- #220">Rating Agencies
- #220">Interests of natural and legal persons involved in the issue/offer