Banco BPM SpA — Proxy Solicitation & Information Statement 2026

Mar 26, 2026

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Informazione Regolamentata n. 1928-50-2026	Data/Ora Inizio Diffusione 26 Marzo 2026 08:02:04	Euronext Milan

Societa': BANCO BPM

Utenza - referente: BANCOBPMN03 - Marconi Andrea

Tipologia: 3.1

Data/Ora Ricezione: 26 Marzo 2026 08:02:04

Oggetto: PROXY SOLICITATION PROMOTED BY BANCO BPM FOR THE ORDINARY SHAREHOLDERS' MEETING OF 16 APRIL 2026

Testo del comunicato

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BANCO BPM

PRESS RELEASE

PROXY SOLICITATION PROMOTED BY BANCO BPM FOR THE ORDINARY SHAREHOLDERS' MEETING OF 16 APRIL 2026

Proxy solicitation launched from 26 March to 14 April 2026

Solicitation relating to the appointment of the members of Banco BPM's Board of Directors for the financial years 2026, 2027 and 2028

Notice of publication of documents

Milan, 26 March 2026 – Banco BPM announces that, as of the date hereof, a proxy solicitation addressed to all Banco BPM shareholders has been launched with reference to item No. 6) on the agenda of the upcoming ordinary shareholders' meeting of 16 April 2026, relating to the “Appointment of the members of the Board of Directors for the financial years 2026, 2027 and 2028, including the Chairman and the Vice-Chairman”.

For this purpose, in compliance with the applicable laws and regulations, the notice to Banco BPM shareholders, the information prospectus and the attached proxy form, as referred to in Article 138 of Legislative Decree No. 58/1998 (the "Italian Consolidated Financial Act") and Article 136 of Consob Issuers' Regulation No. 11971/99, relating to the proxy solicitation promoted by the Bank, are available to the public at Banco BPM's registered office, at Borsa Italiana S.p.A., on the website of the authorised storage mechanism , on the website www.gruppo.bancobpm.it (section "Corporate Governance – Shareholders' Meetings – Annual Ordinary Shareholders' Meeting of 16th April 2026"), as well as on Georgeson's website (www.georgeson.com/it > Access the Documentation relating to your Shareholders' Meeting).

The solicitation concerns, in particular, the granting of a proxy to:

• vote in favour - within the context of the first vote concerning the slates of candidates for the office of Director - of List No. 1 submitted by the outgoing Board of Directors;
• vote in favour - within the context of any second individual vote on the individual candidates pursuant to Article 147-ter.1, third paragraph, letter a), No. 1, of the Italian Consolidated Financial Act - of each individual candidate included in List No. 1 of the outgoing Board of Directors, following the order in which they are listed up, up to the maximum number of candidates to be drawn from such List following the outcome of the aforementioned first vote(1).

The aforementioned proposal subject to solicitation is justified by the assessment carried out on the candidates, individually and jointly, who, according to the Bank's standpoint, in their overall composition and in the maximum number capable of being elected, in accordance with the proposed order in which they are listed up referred to above, represent the

1 Alternatively, option b) set forth in the Proxy Form, which provides for an individual vote on one or more candidates, shall also remain valid.

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qualitative and quantitative composition considered optimal for the effective performance of the tasks and responsibilities entrusted to the Board of Directors.

The Bank has appointed Georgeson S.r.l. as the entity delegated to collect proxies and vote at the Shareholders’ Meeting in accordance with the instructions provided by the shareholders. Shareholders entitled to attend the Shareholders’ Meeting may adhere to the proxy solicitation by granting a proxy, free of charge, to Georgeson S.r.l. by 11:59 p.m. on 14 April 2026, using the proxy form attached to the information prospectus. A copy of the communication pursuant to Article 83-sexies of the Italian Consolidated Financial Act (so-called “admission ticket to the Shareholders’ Meeting”) sent by the intermediary to the Bank, certifying ownership of the shares as of the record date, i.e. 7 April 2026, must be attached to the proxy form. Shareholders of the Bank who are also customers of the latter may adhere to the proxy solicitation through the branches of the Banco BPM Group, which shall arrange for the relevant proxies to be forwarded to Georgeson S.r.l. in accordance with the same procedures set out above.

Please refer to the notice and the information prospectus for any information regarding participation and the relevant procedures.

For information:

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

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Fine Comunicato n.1928-50-2026	Numero di Pagine: 4