Banco BPM SpA

M&A Activity • Mar 26, 2025

Informazione Regolamentata n. 1928-53-2025	Data/Ora Inizio Diffusione Euronext Milan 26 Marzo 2025 15:17:13
Societa'	:	BANCO BPM
Identificativo Informazione Regolamentata	:	202966
Utenza - Referente	:	BANCOBPMN08 - Marconi Andrea
Tipologia	:	3.1
Data/Ora Ricezione	:	26 Marzo 2025 15:17:13
Data/Ora Inizio Diffusione	:	26 Marzo 2025 15:17:13
Oggetto	:	PR_THE ANIMA TENDER OFFER'S ACCEPTANCE PERIOD CONTINUES: EXCEEDED THE 45% + 1 SHARE MINIMUM THRESHOLD

Testo del comunicato

Vedi allegato

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE LEGISLATION

TOTAL VOLUNTARY TENDER OFFER FOR THE ORDINARY SHARES OF ANIMA HOLDING S.P.A. PROMOTED BY BANCO BPM VITA S.P.A.

PRESS RELEASE

THE ANIMA TENDER OFFER'S ACCEPTANCE PERIOD CONTINUES: EXCEEDED THE 45% + 1 SHARE MINIMUM THRESHOLD

THE APPLICATION OF THE PRUDENTIAL TREATMENT REGARDING ANIMA'S ACQUISITION WILL BE ASSESSED BY EBA

BUSINESS PLAN TARGETS CONFIRMED: MINIMUM CET1 RATIO AT 13% AND 2024-27 DISTRIBUTION OF EURO 6 BILLION ALSO WITHOUT APPLICATION OF THE DANISH COMPROMISE

Milan, 26th March, 2025 - With reference to rumors disseminated today on the press, Banco BPM clarifies that it has received a communication from the ECB, through which the Supervisory Board has brought to the Bank's attention its conservative view on the prudential treatment of the Anima acquisition, according to which the so-called Danish Compromise would not apply.

The ECB's view, which does not constitute a "Decision", is without prejudice to the assessments of the EBA, involved by the ECB itself, as the competent Authority in order to express a definitive opinion on the matter. In this regard, the Bank remarks that it has submitted a specific query to the EBA aimed at confirming the applicability, to the Anima acquisition, of the favorable view, already expressed by the same Authority in response to a previous request for an opinion made in the context of another transaction. While the official assessment by EBA is still pending, the discussions with the ECB are ongoing.

The next meeting of the Board of Directors of Banco BPM, called for tomorrow 27th March 2025, will discuss updates relating to the Anima tender offer, also with reference to the voluntary conditions of effectiveness of the Offer as well as to the level of acceptances. With regard to the latter, the Bank remarks that, as a result of the acceptances received so far, and taking into account the shares subject to the undertakings received by Poste Italiane, as of 25th March, 2025, 47.24% of Anima's share capital has been reached, and therefore the minimum acceptance threshold of 45% + one share provided for the Anima tender offer has been exceeded: thus, the 50% of Anima's capital threshold is close to be exceeded.

With reference to the potential impacts of the non-application of the Danish Compromise that would result from an unfavorable decision by the EBA, the Bank remarks that the 2024- 27 strategic plan, which was communicated to the market on 12th February 2025 already took into account this event, which was reflected in a worst-case scenario in which the CET1 ratio remains above 13% (compared to 14.4% in the base scenario of application of the Danish Compromise) and the total distribution to shareholders reaches the amount of Euro 6 billion – 50% higher than the targets of the previous business plan – equal to, on an annual basis, to Euro 1 per share, to which an additional Euro 1 billion would be added in the base scenario of the application of the Danish Compromise.

For information:

Media Relations e-mail: stampa@bancobpm.it

Investor Relations e-mail: investor.relations@bancobpm.it

The Offer is being launched exclusively in Italy, since the Anima' s shares are listed exclusively on Euronext Milan organized and managed by Borsa Italiana S.p.A., and is directed, indistinctly and on equal terms, to all shareholders of Anima.

As of the date of this press release, the Offer is not launched nor disseminated, directly or indirectly in the United States of America, in Canada, Japan and Australia, nor in any other country where such an Offer is forbidden without authorization from competent authorities or such an Offer is in breach of rules or regulations (collectively, the "Other Countries"), nor using international communication or trade tools (including, by way of example, the postal system, telefax, e-mail, telephone and internet), of the United States of America, Australia, Canada, Japan or the Other Countries nor by way of any office of any of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, nor in any other manner.

Copy of this press release, or any portion thereof, as well as copies of any documents relating to the Offer, are not and should not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the United States of America, Canada, Japan, and Australia or the Other Countries. Any person who receives the above documents shall not distribute, send, or dispatch them (either by mail or through any other means or instrument of communication or international commerce) in the United States of America, Canada, Japan, and Australia or the Other Countries.

This press release, as well as any other documents relating to the Offer do not constitute and may not be construed as an offer of financial instruments addressed to persons domiciled and/or resident in the United States of America, Canada, Japan, Australia or the Other Countries. No instrument may be offered or bought or sold in the United States of America, Australia, Canada, Japan or the Other Countries in the absence of specific authorization in accordance with the applicable provisions of the local laws of those States or the Other Countries or waiver from those provisions.

Acceptance of the Offer by shareholders which are resident in countries other than Italy may be subject to specific obligations or restrictions provided by law or regulatory provisions. Shareholders who wish to accept the Offer bear the exclusive responsibility to comply with those laws and therefore, prior to accepting the Offer, those shareholders are required to verify their possible existence and applicability, consulting their own advisors. Any acceptances of the Offer resulting from solicitation activities carried out in violation of the above limitations will not be accepted.

Fine Comunicato n.1928-53-2025	Numero di Pagine: 5
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