Commentary & Deal Flow

IPTs: 11.5NC6.5: MS+170a

• Issuer: Banco BPM S.p.A.
• LEI: 815600E4E6DCD2D25E30
• Issuer Ratings: Baa1/BBB/BBB+/BBBH (Moody's/S&P/Fitch/DBRS)
• Expected Issue Ratings: Baa3/BB/BB+/BBBL (Moody's/S&P/Fitch/DBRS)
• Format: Reg S Dematerialised Cat2
• Status: Subordinated Tier 2
• Size: €500m (WNG)
• IPTs: MS+170 area
• Pricing Date: 30-Jun-26
• Settlement Date: 07-Jul-26 (T+5)
• Maturity Date: 07-Jan-38
• Coupon / Interest: [•]%, Fixed, Act/Act, ICMA, payable annually in arrear. Single reset on 07-Jan-33 to the prevailing 5-y Euro Mid Swap Rate plus the First Margin, as set out at Condition 4.2 of the Terms and Conditions of the Dematerialised Notes
• Reset Date: 07-Jan-33
• Interest Payment Dates: 07-Jan in each year, commencing on 07-Jan-27 (short first) up to and including the Maturity Date
• Clean Up Redemption Option: Applicable (75%)
• Redemption Amount Payable on the Maturity Date: Par
• Business Day Count Convention: Following Business Day Convention, unadjusted
• Use of Proceeds: An amount equivalent to the net proceeds of the Notes will be allocated to finance or re-finance, in whole or in part, Eligible Green Loans, as defined within the Issuer's Green, Social and Sustainability Bonds Framework available on the Issuer's website at https://gruppo.bancobpm.it/en/sustainability/green-social-sustainability-bonds-framework/
• SPO & Investor Presentation: SPO from ISS-Corporate available at https://gruppo.bancobpm.it/media/dlm_uploads/BancoBPM_Second-Party-Opinion_ISS-ESG_2023.pdf Investor Presentation: [https://gruppo.bancobpm.it/media/dlm_uploads/Investor-Presentation-Green-Tier-2-Bond.pdf]
• Redemption at the Option of the Issuer (Issuer Call): The Issuer may redeem the Notes at par, in whole, but not in part, on 07-Jan-33 at the Issuer’s discretion, pursuant to Condition 6.5 of the Terms and Conditions of the Dematerialised Notes, subject to the Relevant Authority granting permission, as required by the Applicable Banking Regulations and subject to Condition 6.12 (Regulatory conditions for call, redemption, repayment and repurchase of Subordinated Notes) of the Terms and Conditions of the Dematerialised Notes in the EMTN Programme
• Loss Absorption / Contractual recognition of statutory bail-in power: Subordinated Notes may be subject to loss absorption on any application of the general bail-in tool or at the point of non-viability of the Issuer discussed in Risk Factors of the EMTN Programme. Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Resolution Authority
• Redemption of Subordinated Notes for regulatory reasons (Regulatory Call): Redeemable at any time at the option of the Issuer upon a Regulatory Event, in whole but not in part, subject to certain conditions set out in the Terms and Conditions of the Dematerialised Notes (including prior permission of the Relevant Authority) as set out at Condition 6.3 of the Terms and Conditions of the Dematerialised Notes
• Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time for taxation reasons (obligation to pay additional amounts as a result of amendment to tax legislation) as set out at Condition 6.2 of the Terms and Conditions of the Dematerialised Notes
• Waiver of Set-Off: Each holder of a Subordinated Note unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have under the laws of any jurisdiction in respect of such Subordinated Note as set out at Condition 3.3 of the Terms and Conditions of the Dematerialised Notes
• Modification: Upon a Regulatory Event, a Tax Law Change and/or to ensure the effectiveness and enforceability of the Bail-in Power, the Issuer may vary the terms of the Notes, subject to certain conditions set out in the Terms and Conditions of the Dematerialised Notes (including not materially less favourable terms other than in respect of the effectiveness and enforceability of the Bail-in Power)
• Listing: Regulated Market of the Luxembourg Stock Exchange
• Clearing: Euronext Securities Milan (Monte Titoli)
• Denominations: €200k + €1k
• Governing Law: Italian Law
• ESG Advisor: Crédit Agricole CIB
• Joint Lead Managers: Banca Akros, Citi (B&D), Crédit Agricole CIB, Goldman Sachs International, HSBC, Natixis, Santander, Société Générale
• ISIN: IT0005719494
• Selling Restrictions: The Notes may only be offered and sold outside the United States to non U.S. persons in reliance on Regulation S under the Securities Act. Further selling restrictions are incorporated in the section “Subscription And Sale” of the Base Prospectus. TEFRA not applicable
• Documentation: The Issuer’s €25bn EMTN Programme dated 20-May-26 and supplemented on 19-Jun-26
• MiFID Target Market: MiFID II and UK MiFIR product governance - Eligible Counterparties and Professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA and no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") has been prepared in the UK
• Advertisement: This communication is an advertisement and is not a prospectus. The Base Prospectus is available and the Final Terms, when published, will be available at https://www.luxse.com/issuer/BcBPM/41769
• Timing: Today’s business