Banco BPM SpA

M&A Activity • Mar 26, 2025

Informazione Regolamentata n. 1928-55-2025	Data/Ora Inizio Diffusione 26 Marzo 2025 18:27:03		Euronext Milan
Societa'	:	BANCO BPM
Identificativo Informazione Regolamentata	:	202998
Utenza - Referente	:	BANCOBPMN03 - Marconi Andrea
Tipologia	:	3.1
Data/Ora Ricezione	:	26 Marzo 2025 18:27:03
Data/Ora Inizio Diffusione	:	26 Marzo 2025 18:27:03
Oggetto	:	Clarifications requested by Consob - Press release
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

Milano, 26th March 2025 - Without prejudice to the information included in the press release disseminated today regarding, inter alia, the communication received from the ECB, in which the Supervisory Board brought to the Bank's attention its view regarding the applicability to the acquisition of Anima Holding S.p.A. of the so-called Danish Compromise, following CONSOB's request, the following part of the ECB communication is reproduced verbatim:

"Banco BPM is solely responsible for the compliance with directly applicable provisions of the CRR. That said, and without prejudice to future clarifications from the EBA, we would like to bring to your attention that, in the ECB's view, the relevant directly applicable provisions of the CRR require the following prudential treatment of the abovementioned transaction:

• 1. At the closing of the acquisition, Anima Holding S.p.A needs to be prudentially consolidated at the group level pursuant to Article 18.1 CRR.
• 2. The associated goodwill and intangible assets are to be deducted from Banco BPM's CET1 items pursuant to Articles 36(1)(b) and 37 of the CRR."

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.

Numero di Pagine: 4