Commentary & Deal Flow

IPTs: PerpNC6: 7.125/7.250%

• Issuer: Banco BPM S.p.A. (Ticker: BAMIIM)
• LEI: 815600E4E6DCD2D25E30
• Issuer Senior Preferred Ratings (Moody’s / S&P / Fitch / DBRS): Baa1 (stable) / BBB+ (positive) / BBB+ (stable) / BBBH (stable)
• Expected Issue Ratings (Fitch / DBRS): BB-/BB
• Notes: Additional Tier 1 EUR Notes
• Format: Reg S, Dematerialised Form
• Status: Direct, unconditional and unsecured obligations of the Issuer ranking pari passu without any preference among themselves and shall rank:
  (a) whilst the Notes constitute, fully or partly, Additional Tier 1 Capital:
  (i) junior to all present or future unsecured and unsubordinated obligations of the Issuer (including depositors of the Issuer), the Issuer’s obligations in respect of any Tier 2 Instruments and any other present or future subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, senior to the Notes (including any subordinated instruments that have ceased to qualify in their entirety as Own Funds);
  (ii) pari passu among themselves and with any other present or future obligations of the Issuer which do not rank, or are not expressed by their terms to rank, junior or senior to the Notes (including Additional Tier 1 instruments); and
  (iii) senior to any present or future obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Notes (including, without limitation, the claims of the shareholders of the Issuer and any other obligations under instruments or items included in the CET1 capital of the Issuer);
  (b) if and when the Notes are fully excluded from Additional Tier 1 Capital but so long as they constitute, fully or partly, Tier 2 Capital:
  (i) junior to (i) all present or future unsecured and unsubordinated obligations of the Issuer (including depositors of the Issuer) and (ii) any other present or future unconditional, unsecured and subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, senior to the Notes (including any subordinated instruments that have ceased to qualify in their entirety as Own Funds);
  (ii) pari passu with (i) the Issuer’s obligations in respect of any Tier 2 Instruments, save to the extent any such subordinated obligation rank, or are expressed to rank, senior or junior to the Notes; and (ii) any securities or other obligations of the Issuer that rank, or are expressed to rank, in liquidation or bankruptcy of the Issuer, pari passu with Tier 2 Capital; and
  (iii) senior to any present or future obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Notes (including, without limitation, the claims of the shareholders of the Issuer and any other present or future obligations under instruments or items included in the CET1 capital of the Issuer, or under Additional Tier 1 instruments);
  (c) if and when the Notes are fully excluded from Additional Tier 1 Capital and Tier 2 Capital:
  (i) junior to all present or future unsecured and unsubordinated obligations of the Issuer (including depositors of the Issuer) and any other present or future unconditional, unsecured and subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, senior to subordinated instruments that have ceased to qualify in their entirety as Own Funds;
  (ii) pari passu with all other present or future subordinated obligations of the Issuer that have ceased to qualify, in their entirety, as Own Funds and with all other subordinated obligations of the Issuer that have such ranking; and
  (iii) senior to any present or future subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Notes (including, without limitation, the claims of the shareholders of the Issuer, Additional Tier 1 instruments and Tier 2 Instruments).
  No negative pledge, waiver of set-off.
• Size: €400m WNG
• Pricing Date: 14-Oct-26
• Settlement Date: 21-Oct-26 (T+5)
• Maturity: The Notes are perpetual and have no fixed redemption date. Unless previously redeemed or purchased and cancelled in accordance with the Conditions, the Notes will mature on the date on which voluntary or involuntary winding up, dissolution, liquidation or bankruptcy (including, inter alia, Liquidazione Coatta Amministrativa) proceedings are instituted in respect of the Issuer (otherwise than for the purposes of an Approved Reorganization), in accordance with, as the case may be, (i) a resolution passed at a shareholders’ meeting of the Issuer, (ii) any provision of the By-laws of the Issuer (which, as at [●] Oct-26 provide for the duration of the Issuer to expire on 23-Dec-14, but if such expiry date is extended, maturity of the Notes will be correspondingly adjusted), or (iii) any applicable legal provision, or any decision of any judicial or administrative authority.
• First Reset Date: 21-Oct-32
• Coupon: Fixed rate of [●]% per annum until the First Reset Date and thereafter reset every 5 years (the “Reset Date”) to the aggregate of the Margin plus the then 5-Year Mid-Swap Rate, calculated on an annual basis and then converted to a semi-annual rate in accordance with market conventions. Non-cumulative and in each case payable semi-annually.
• Interest Payment Dates: 21 October and 21 April of each year, starting on 21-Apr-27
• Business day count convention: Actual/Actual (ICMA)
• Interest Period Treatment: Following, Unadjusted
• Discretionary Interest Payments: The Issuer may decide in its sole discretion, to cancel (in whole or in part) for an unlimited period any payment of interest on any Interest Payment Date on a non-cumulative basis.
• Mandatory Cancellation of Interest: Mandatory cancellation upon:
  (i) insufficient available Distributable Items; or
  (ii) interest payments on the Notes – when aggregated with other relevant items - exceeding Maximum Distributable Amount; or
  (iii) if ordered so by the Relevant Authority; or
  (iv) upon the occurrence of a Trigger Event.
• Redemption at the Option of the Issuer: The Issuer may, at its sole discretion (but subject to the prior approval of the Relevant Authority and satisfaction of the conditions to redemption), redeem all the Notes then outstanding on (i) the First Reset Date and (ii) any Interest Payment Date thereafter, at their Outstanding Principal Amount (together with accrued and unpaid interest (if any and to the extent not cancelled pursuant to the Conditions) to (but excluding) the date of redemption and any additional amounts due subject to Condition 8.8.
• Clean-up Call: If at least 75% of the initial aggregate principal amount of the Notes has been purchased by, or on behalf of, the Issuer and cancelled, the Issuer may, at its sole discretion (but subject to the prior approval of the Relevant Authority and satisfaction of the conditions to redemption), redeem, in whole or in part, the Notes at their Outstanding Principal Amount (together with accrued and unpaid interest (if any and to the extent not cancelled pursuant to the Conditions) to (but excluding) the date of repayment and any additional amounts due subject to Condition 8.8.
• Redemption due to a Regulatory Event: The Issuer may, at its sole discretion (but subject to the prior approval of the Relevant Authority and satisfaction of the conditions to redemption), redeem the Notes, in whole but not in part, following the occurrence of a Regulatory Event (full or, to the extent permitted under the Applicable Banking Regulations, partial exclusion from Additional Tier 1 capital (Issuer or Group) – see further the Conditions), at their Outstanding Principal Amount (together with accrued and unpaid interest (if any and to the extent not cancelled pursuant to the Conditions) and any additional amounts due subject to Condition 8.8.
• Redemption for tax reasons: The Issuer may, at its sole discretion (but subject to the prior approval of the Relevant Authority and satisfaction of the conditions to redemption), redeem the Notes, in whole or in part, following the occurrence of a Tax Event (reduction of interest deductibility or obligation to pay additional amounts) – see further the Conditions), at their Outstanding Principal Amount (together with accrued and unpaid interest (if any and to the extent not cancelled pursuant to the Conditions) and any additional amounts due subject to Condition 8.8.
• Modification: Upon (i) a Regulatory Event, Alignment Event or a Tax Event, and/or (ii) in order to ensure the effectiveness and enforceability of the Bail-In Power in accordance with the Conditions or in accordance with applicable law, the Issuer shall be entitled, at any time to modify the terms and conditions of the Notes, subject to the approval of the Relevant Authority and satisfaction of the other conditions set out in the Conditions. See further Condition 14.2.
  Modification subject to new terms and conditions being not materially less favourable to holders, except in respect to a modification made to ensure the effectiveness and enforceability of the Bail-In Power.
• Alignment Event: A change in or amendment to the Applicable Banking Regulations or interpretation thereof, such that the Issuer would be able to issue a capital instrument qualifying as Additional Tier 1 Capital with materially different provisions from those contained in the Conditions, in the reasonable opinion of the Issuer.
• Write-Down following a Trigger Event: If, at any time, the CET1 Ratio (taking into account applicable transitional arrangements) of the Issuer on a solo basis, or the Group on a consolidated basis is less than 5.125% (a “Trigger Event”), then the Issuer shall irrevocably and mandatorily (without any requirement for the consent or approval of the Holders) cancel any interest accrued and reduce the Outstanding Principal Amount by the Write-Down Amount (on a pro rata basis with other Loss Absorbing Instruments) until the CET1 Ratio of the Issuer and/or Group is restored to 5.125% - see further Condition 6.2.
• Principal reinstatement: If a positive Net Income or Consolidated Net Income are recorded, then the Issuer may, in its full discretion and subject to the restrictions by reference to Maximum Distributable Amount, increase the Outstanding Principal Amount of the Notes (on a pro-rata basis with other Loss Absorbing Written-Down Instruments) by an amount not exceeding (together with principal reinstatements of their instruments and relevant discretionary payments) the Maximum Reinstatement Amount and in accordance with the Applicable Banking Regulation – see further Condition 6.3.
• Point of Non Viability: Statutory, see Risk Factors.
• Contractual recognition of statutory bail-in power: Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-In Power by the Relevant Authority and consents to variations of the Conditions as deemed necessary by the Relevant Authority to give effect to the exercise of the Bail-in Power.
• Redemption Price: 100% of the Outstanding Principal Amount as adjusted from time to time following principal write-down and write-up.
• Use of Proceeds: The net proceeds from the issue of the Notes will be applied by the Issuer for its general corporate purposes and regulatory capital purposes of the Group.
• Investor Presentation: An investor presentation is available on DealRoadshow:
  URL: https://dealroadshow.finsight.com
  Entry Code: DALI2026
  Direct Link: https://dealroadshow.finsight.com/e/DALI2026
• Listing: Luxembourg Stock Exchange’s Euro MTF.
• Clearing: Monte Titoli.
• Denominations: €200k + €1k.
• Governing Law: Italian Law.
• Documentation: Standalone. Preliminary Prospectus dated 14-Oct-26 (the “Prospectus”).
• EU MiFID II and UK MiFIR Target Market: Manufacturer target market (EU MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document or disclosure document required by the FCA Product Disclosure Sourcebook has been prepared as not available to retail in EEA or the UK.
• 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 Prospectus.
• ISIN: IT0005738668
• Joint Global Coordinators: Citi, Goldman Sachs International
• Joint Bookrunners: Banca Akros, Barclays, BNP Paribas, Citi, Crédit Agricole CIB, Deutsche Bank, Goldman Sachs International (B&D)