Commentary & Deal Flow

Reoffer: 6NC5: MS+85bp / 99.45 / 4.124%
Benchmark: 6NC5: DBR 0 Aug-31 @ 86.01 / B+102.1bp / HR 107%

Tranche 1 (6NC5): Final orderbooks in excess of €1.7bn (incl €85m JLM). Peak book in excess of €2.6bn (incl €85m JLM) (pre-rec)

Launched: 6NC5: €750m @ MS+85bp - Orderbooks in excess of €2.6bn (incl €85m JLM) (pre-rec)
Book Update: Orderbooks in excess of €2.25bn (incl €85m JLM)
IPTs: 6NC5: MS+115a

• Issuer: Banco BPM S.p.A. (Ticker: BAMIIM)
• Issuer LEI: 815600E4E6DCD2D25E30
• Issuer Ratings: Baa1 Stable / BBB positive / BBB+ Stable / BBB (high) stable (Moody’s / S&P / Fitch / DBRS)
• Expected Issue Ratings: Baa2 / BB+ / BBB / BBB (Moody’s / S&P / Fitch / DBRS)
• Notes: Fixed-to-Floating EUR Senior Non Preferred Notes
• Format: Reg S Bearer, Dematerialised
• Status: Direct, Unconditional, unsecured and Non-Preferred obligations of the Issuer, pursuant to Article 91, paragraph 1-bis, letter c-bis of the Italian Banking Act, as described in Condition 3.2 (Status of the Senior Non-Preferred Notes) of the Terms and Conditions of the Dematerialised Notes
• Issue Size: €750m
• Pricing Date: 07-Sep-26
• Issue Date: 14-Sep-26 (T+5)
• Maturity Date: 14-Sep-32
• Optional Redemption Date: 14-Sep-31
• Final Spread: MS+85bp
• Reoffer: 99.45 / 4.124% (Ann)
• Benchmark: DBR 0 Aug-31 + 102.1bp (Spot 86.01), HR 107%
• Coupon: 4%, Fixed, Act/Act, ICMA, annually in arrear, in respect of the Fixed Interest Period from the Issue Date until (but excluding) the Optional Redemption Date. If not redeemed on the Optional Redemption Date, Floating Rate equal to 3mEURIBOR+85bp, Actual/360, quarterly in arrear, in respect of the Interest Periods from (and including) the Optional Redemption Date until (but excluding) the Maturity Date
• Bail-in Acknowledgement: Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Resolution Authority
• Waiver of Set-Off: Each Noteholder 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 Notes, as set out in the Terms and Conditions of the Dematerialised Notes
• Interest Payment Dates: 14 September in each year, commencing on 14-Sep-27, until (and including) the Optional Redemption Date, then quarterly on 14 December, 14 March, 14 June and the Maturity Date
• Use of Proceeds: The Notes constitute “European Green Bonds” for the purposes of the EU Green Bond Regulation. An amount equal to the net proceeds from the issue of the Notes will be applied to finance and/or refinance eligible assets linked to the intended EU Taxonomy-aligned economic activities presented in the Factsheet. The Factsheet covers the following EU Taxonomy activities: Construction of new buildings (7.1), Renovation of existing buildings (7.2), Acquisition and ownership of buildings (7.7) and Electricity generation using solar photovoltaic technology (Art. 4.1) · Electricity generation from wind power (Art. 4.3) · Electricity generation using hydropower (Art. 4.5) · Electricity generation from bioenergy (Art. 4.8). Banco BPM intends to allocate the proceeds mainly to eligible assets related to real estate activities. The Factsheet prepared by the Issuer and applicable to such European Green Bonds (the “Factsheet”), dated 13-Oct-25 and the pre-issuance review (the “Pre-Issuance Review”) related to the Factsheet by ISS as an external reviewer, are available at: https://gruppo.bancobpm.it/en/sustainability/eu-green-bond/ The Notes will also be issued in accordance with ICMA’s Green Bond Principles in line with the Issuer’s Green, Social and Sustainability Bonds Framework. Further details on Eligible Green Loans are included in the Issuer Green, Social and Sustainability Bonds Framework and the related Second Party Opinion by ISS, made available on the Issuer's website in the sustainability sections at: https://gruppo.bancobpm.it/en/sustainability/green-social-sustainability-bonds-framework/ Investor Presentation at: https://gruppo.bancobpm.it/sostenibilita/eu-green-bond/
• Redemption at the Option of the Issuer (Issuer Call): The Issuer may redeem the Notes at par, in whole, but not in part, on the Optional Redemption Date pursuant to Condition 6.5 (Redemption at the option of the Issuer (Issuer Call)) 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 6.13 (Regulatory conditions for call, redemption, repayment or repurchase of Senior Notes) of the Terms and Conditions of the Dematerialised Notes in the EMTN Programme
• Issuer Call due to MREL Disqualification Event: Redeemable at any time at the option of the Issuer upon a MREL Disqualification 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 6.4 (Redemption of Senior Notes due to a MREL Disqualification Event) of the Terms and Conditions of the Dematerialised Notes.
• Clean-up Redemption Call: Applicable (75%)
• Listing: Luxembourg Stock Exchange’s Regulated Market
• Clearing: Euronext Securities Milan
• Denominations: €150k + 1k
• 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
• Governing Law: Italian Law
• Documentation: The Issuer’s €25bn EMTN Programme dated 20-May-26 and supplemented on 19-Jun-26 and 28-Aug-26
• ISIN: IT0005730749
• Joint Lead Managers: Banca Akros, BBVA, HSBC (B&D), NatWest, Nomura, Santander, Société Générale
• Target Markets: MiFID II and UK MiFIR product governance - Eligible Counterparties and Professional clients only (all distribution channels). No EEA PRIIPs or UK PRIIPS key information document (KID) or UK CCI disclosure document has been prepared as not available to retail in EEA or the UK
• Advertisement: The Base Prospectus and any supplements are available at: https://gruppo.bancobpm.it/investor-relations/strumenti-di-debito/emissioni- internazionali/ and the Final Terms, when published, will be available on the website of the regulated market at: https://www.luxse.com/programme/Programme-BcBPM/14434
• Timing: Priced
• ToE: 15.58 UKT / 16.58 CET
• FTT: 16.15 UKT / 17.15 CET