Data/Ora Ricezione : 24 Ottobre 2025 14:33:39

Oggetto : BANCO BPM CONCLUDES THE BUYBACK

OF ONE SERIES OF ITS NOTES

"€500,000,000 6.00 PER CENT. SENIOR NON-PREFERRED NOTES DUE 13 SEPTEMBER

2026"

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT

PRESS RELEASE

BANCO BPM CONCLUDES THE BUYBACK OF ONE SERIES OF ITS NOTES "€500,000,000 6.00 PER CENT. SENIOR NON-PREFERRED NOTES DUE 13 SEPTEMBER 2026"

Milan, 24 October 2025 – Banco BPM S.p.A. ("Banco BPM" or the "Issuer") announces the results of its invitation to holders (the "Noteholders") for any and all of its "€500,000,000 6.00 per cent. Senior Non-Preferred Notes due 13 September 2026" (ISIN n. XS2530053789) to tender any and all of their Notes for purchase by the Issuer for cash (the "Invitation"). At the Expiration Deadline, the aggregate principal amount of the Existing Notes validly tendered amounted to €216,424,000 equal to 43.3% of the €500,000,000 in principal amount outstanding of the Existing Notes.

The Invitation has been carried out simultaneously with the issue of new Euro-denominated Senior Non Preferred Notes in an aggregate nominal amount of €500,000,000 (the "New Notes").

SUMMARY OF THE RESULTS OF THE INVITATION

A summary of the results of the Invitation is set out below:

Description of the Existing Notes	ISIN	Maturity	Interest Rate	Principal Outstanding	Purchas e Price	Amount of Existing Notes Subject to the Offer	Acceptance Amount
€500,000,000 6.00 per cent. SNP due 13 September 2026	X\$2530053789	13 September 2026	6.000%	€500,000,000	103,3%	Any and All	€216,424,000

The Settlement Date of the Invitation is expected to be on 28 October 2025. On the Settlement Date, the Issuer will pay (or procure the payment of) the Purchase Price Consideration and the Accrued Interest Amount to Holders whose tender of Existing Notes has been accepted by the Issuer pursuant to the terms of the Invitation.

The Invitation was made on the terms and subject to the conditions set out in the tender offer memorandum dated 16 October 2024 (the "Tender Offer Memorandum"). Capitalised terms used in this press release but not defined have the meanings given to them in the Tender Offer Memorandum.

JP Morgan SE and NatWest N.V. (the "Structuring Agents"), Banca Akros S.p.A. (Offeror's related party¹), Crédit Agricole Corporate and Investment Bank, Commerzbank Aktiengesellschaft, Intesa Sanpaolo S.p.A. e Société Générale (together with the Structuring Agents, the "Dealer Managers" and each, a "Dealer Manager") are acting as Dealer Managers of the Invitation.

Kroll Issuer Services Limited is acting as Tender Agent of the Invitation.

procedure.

^<sup>1 The transaction in question is configured as a related party transaction pursuant to Consob Regulation no. 17221 of 12 March 2010 and subsequent amendments (the "Consob RPT Regulation") and the related corporate regulations adopted by the Bank (the "Banco BPM Procedure", available on the website www.gruppo.bancobpm.it, Corporate Governance section, Company documents) and it qualifies in particular as a "minor amount" transaction, thus benefiting from the exemptions provided for in the Consob RPT Regulation and the Banco BPM

TENDER AGENT

Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Tel: +44 20 7704 0880 Attention: Owen Morris

Email: [email protected] Offer Website: https://deals.is.kroll.com/bpm

STRUCTURING AGENTS TO THE ISSUER E DEALER MANAGERS

J.P. Morgan SE

Taunustor 1 (TaunusTurm) 60310 Frankfurt am Main Germany E-mail:

[email protected] Attention: EMEA Liability Management

NatWest Markets N.V.

Claude Debussylaan 94 Amsterdam 1082 MD The Netherlands Telephone: +44207 678 5222

E-mail:

[email protected]

DEALER MANAGERS

Banca Akros S.p.A. – Gruppo Banco BPM

Viale Eginardo, 29 20149 Milan Italy

Telephone: +39 02 43445203 E-mail: [email protected] Attention: Debt Capital Markets

Commerzbank Aktiengesellschaft

Kaiserstraße 16 (Kaiserplatz) 60311 Frankfurt am Main Federal Republic of Germany Telephone: +33144947734

E-mail: [email protected] Attention: Group Legal Debt Securities

Crédit Agricole Corporate and Investment Bank

12, Place des Etats-Unis CS 70052 92547 Montrouge Cedex France

Telephone: +44 207 214 5553 E-mail: [email protected] Attention: Liability Management

Intesa Sanpaolo S.p.A.

Divisione IMI Corporate & Investment Banking Via Manzoni, 4 20121 Milan Italy

Telephone: +39 02 7261 4755/5040 E-mail: IMI-

[email protected] Attention: Liability Management Group

Société Générale

Immeuble Basalte 17 Cours Valmy CS 50318 92972 Paris La Défense Cedex France

Telephone: +33 1 42 13 32 40 E-mail: [email protected] Attention: Liability Management

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum and the announcement published on 16 October 2025. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

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