Banco BPM SpA

Transaction in Own Shares • Feb 14, 2022

Informazione Regolamentata n. 1928-12-2022		Data/Ora Ricezione 14 Febbraio 2022 19:54:43	Euronext Milan
Societa'	:	BANCO BPM
Identificativo Informazione Regolamentata	:	157432
Nome utilizzatore	:	BANCOBPMN08 - Marconi
Tipologia	:	2.4
Data/Ora Ricezione	:	14 Febbraio 2022 19:54:43
Data/Ora Inizio Diffusione presunta	:	14 Febbraio 2022 19:54:44
Oggetto	:	PR_Launch of the own share purchase plans	programme to service employee incentive
Testo del comunicato

Vedi allegato.

PRESS RELEASE

Launch of the own share purchase programme to service employee incentive plans

Milan, 14 February 2022 – Following up on the press release of 15 April 2021, which reported that the Ordinary Shareholders' Meeting of Banco BPM S.p.A. had approved, inter alia, the request for the authorisation to purchase and dispose of own shares to service the share-based compensation plans (the "Plans"), you are hereby informed that - based on the authorisation issued by the European Central Bank in accordance with the applicable provisions of Regulation (EU) no. 575/2013 and Delegated Regulation (EU) no. 241/2014 - Banco BPM will launch the own share purchase programme (the "Programme") to support all short- and long-term incentive plans in place, which make provision for deferred portions that will become part of available funds in the period 2022-2030, subject to the positive verification of all future vesting conditions envisaged.

Pursuant to art. 144-bis of the Regulation adopted by Consob by means of Resolution 11971/99 ("Issuers' Regulation"), art. 5, paragraph 1, of Regulation (EU) no. 596/2014 ("Market Abuse Regulation") and art. 2 of Delegated Regulation 2016/1052/EU, the details of the Programme are provided hereunder.

The duration of the Programme has been identified as the period from 15 February to 28 February 2022 (both inclusive).

The authorisation to purchase own shares was approved during the shareholders' meeting proceedings, effective from the date of the Shareholders' Meeting of 15 April 2021, and until the Shareholders' Meeting which will resolve on the approval of the 2021 financial statements. The authorisation to dispose of own shares has no time limits.

The total maximum value is Euro 16 million, in support of all plans in place relating to annual incentives for the years 2015, 2016, 2017, 2018, 2019, 2020 and 2021, and the long-term incentive plans for 2017/2019 and 2021/2023, also including the deferred portions that will become part of available funds in the period 2022-2030, and are subject to the positive verification of all future vesting conditions envisaged.

Without prejudice to the provisions of art. 2357, paragraphs 1 and 3, of the Italian Civil Code, the purchase of own shares will be for a maximum number of ordinary Banco BPM that corresponds to an amount not exceeding Euro 16 million which, considering the reference price at 14/02/2022 of Euro 3.528 per share, would equate to no. 4,535,147 shares, i.e. around 0.30% of Banco BPM's share capital.

It should be noted that, as at 31 December 2021: (i) the subscribed and paid-in share capital of Banco BPM was Euro 7,100,000,000.00, divided into 1,515,182,126 shares with no indication of nominal value; (ii) Banco BPM owns 3,569,511 own shares equal to approximately 0.23% of the share capital; (iii) there are no own shares held through subsidiaries, trust companies or third parties.

In compliance with the authorisation of the Shareholders' Meeting of 15 April 2021, the purchases will be made according to art. 132 of Legislative Decree 58/1998 ("TUF" - Consolidated Finance Law) and art. 144-bis of the Issuers' Regulation, as well as according to the methods nonetheless permitted in compliance with the legislation and, in particular: the purchases will be made on the market, according to the operating methods established by the market management

company, which do not allow the direct combination of purchase proposals with pre-determined sale proposals, or through additional methods set out in art. 144-bis of the Issuers' Regulation (excluding the provisions of letter c) of the first paragraph of said article), or nonetheless permitted in compliance with legislation in force from time to time, taking into account the need to respect the principle of equal treatment of shareholders. Purchases can be completed in one or more tranches.

The purchase price of each of the own shares must be, including any accessory purchase expenses, as a minimum, no more that 15% lower (fifteen percent) and, as a maximum, no more than 15% higher (fifteen percent) than the official price recorded by the share on the MTA (electronic equity market) on the day prior to the purchase.

In addition, the daily purchase quantities cannot exceed 25% of the daily average volume of trades of Banco BPM shares on the regulated markets in the 20 days of trading prior to the date of purchase.

In any case, each purchase made on regulated markets cannot be made at a price greater than the highest price between the price of the last independent transaction and the highest current independent purchase offer price in trading venues where the purchase is carried out pursuant to art. 3, paragraph 2, of Delegated Regulation (EU) no. 2016/1052 of 8 March 2016, in implementation of Regulation (EU) no. 596/2014 ("Market Abuse Regulation").

The share purchase programme will be implemented on regulated markets by the subsidiary Banca Akros S.p.A, which will conduct the purchases fully independently and with no influence from Banco BPM as regards the timing of the share purchases.

Banco BPM will adequately inform the public of the purchases made by the end of the seventh stock market trading day after the date of execution of the transactions. The Bank will promptly disclose any amendments to the Programme to the market.

Contacts:

Investor Relations Roberto Peronaglio +39 0294772108 investor.relations@bancobpm.it Communication Matteo Cidda +39 02 77 00 7438 matteo.cidda@bancobpm.it Press Office Monica Provini +39 02 77 00 3515 monica.provini@bancobpm.it