Informazione
Regolamentata n.
1928-123-2026Data/Ora Inizio Diffusione 22 Ottobre 2026 16:21:23Euronext Milan
Societa' :BANCO BPM Utenza - referente :BANCOBPMN10 - Nigro Maurizio
Tipologia :3.1
Data/Ora Ricezione :22 Ottobre 2026 16:21:23 Data/Ora Inizio Diffusione :22 Ottobre 2026 16:21:23
Oggetto :BANCO BPM ANNOUNCES RESULTS OF ITS
TENDER OFFER FOR ADDITIONAL TIER 1
NOTES AND THE ISSUE OF NEW EURO-
DENOMINATED ADDITIONAL TIER 1 NOTES
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIREC TLY OR INDIRECTLY, IN OR INTO OR
TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STA TES, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA,
WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY S TATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIB UTE THIS DOCUMENT
PRESS RELEASE
BANCO BPM ANNOUNCES RESULTS OF ITS TENDER OFFER FOR ADDITIONAL TIER 1 NOTES AND THE
ISSUE OF NEW EURO-DENOMINATED ADDITIONAL TIER 1 NOT ES
Milan, 22 October 2026 – Banco BPM S.p.A. (“ Banco BPM ” or the “ Issuer ”) announces the results of its invitation to the holders (the “ Holders ”) of its perpetual “€300,000,000 7.000 % Additiona l Tier 1 Notes” (XS2398286471) (the “ Existing Notes ”), to tender any and all of their Existing Notes f or purchase by the Issuer for cash (the “ Invitation ”).
The Invitation was made on the terms and subject to the satisfaction or waiver of the New Issue Condition and the other conditions set out in the t ender offer memorandum dated 14 October 2026 (the “ Tender Offer Memorandum ”). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
On 21 October 2026, Banco BPM issued €400,000,000 6 .750% Additional Tier 1 Notes (the “ New Notes ”). Therefore, the New Issue Condition has been sat isfied.
The Expiration Deadline for the Invitation was 5:00 p.m. CEST on 21 October 2026. At the Expiration Deadline, the aggregate principal amount of the Exi sting Notes validly tendered pursuant to the Invitation amounted to €143,194,000. Subject to the terms and conditions of the Invitation, Banco BPM intends to accept for purchase an aggregate pri ncipal amount of the Existing Notes validly tendered by the Holders equal to €143,194,000 (the “ Acceptance Amount ”).
For information:
Media Relations e-mail: stampa@bancobpm.it Investor Relations e-mail: investor.relations@bancobpm.it
SUMMARY OF THE RESULTS OF THE INVITATION
A summary of the results of the Invitation is set o ut below:
Description of the Existing Notes ISIN / Common Code First Reset Date / First Call Date Rate of
Interest
until First
Reset Date Purchase
Price Amount
Subject to
the Invitation Acceptance
Amount
€300,000,000
7.000% Additional
Tier 1 Notes XS2398286471 / 239828647 12 April 2027 7.000% 101.450% Any and All €143,194,000
The Settlement Date of the Invitation is expected t o be on 26 October 2026. On the Settlement Date, the Issuer will pay (or procure the payment o f) the Purchase Price Consideration and the Accrued Interest Amount to Holders whose tender of Existing Notes for purchase has been accepted by the Issuer pursuant to the terms of the Invitati on.
Holders who did not participate in the Invitation ( including any Holder that was not eligible to participate in the Invitation, whether due to the i nvitation and distribution restrictions set forth i n the section entitled “ Invitation and Distribution Restrictions ” of the Tender Offer Memorandum or otherwise), or whose Existing Notes were not accept ed for purchase by the Issuer, will continue to hold their Existing Notes subject to the Existing N otes Conditions.
Under the terms and conditions of the Existing Note s, the Issuer may, at its option, redeem the Existi ng Notes at par in whole but not in part on 12 April 2 027 and on any Interest Payment Date thereafter.
Citigroup Global Markets Europe AG and Goldman Sach s International (the " Structuring Agents "), Banca Akros S.p.A. (Issuer’s related party 1), Barclays Bank Ireland PLC, BNP PARIBAS, Crédit A gricole Corporate and Investment Bank (Issuer’s related par ty 1) and Deutsche Bank Aktiengesellschaft (together with the Structuring Agents, the “ Dealer Managers ” and each, a “ Dealer Manager ”) are acting as Dealer Managers of the Invitation.
Kroll Issuer Services Limited is acting as Tender A gent of the Invitation.
1 The transaction in question is configured as a relate d party transaction pursuant to Consob Regulation no. 172 21 of 12 March 2010 and subsequent amendments (the "Consob RPT Regulation") a nd the related corporate regulations adopted by the Ban k (the "Banco BPM Procedure", available on the website www.gruppo.bancobp m.it, Corporate Governance section, Company documents) and it qualifies in particular as a "minor amount" transaction, thus benef iting from the exemptions provided for in the Consob RPT Regulation and the Banco BPM procedure.
TENDER AGENT
Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880 Attention: Jacek Kusion
Email: bpm@is.kroll.com
Invitation Website: https://deals.is.kroll.com/bpm
STRUCTURING AGENTS AND DEALER MANAGERS
Citigroup Global Markets Europe AG
Börsenplatz 9
60313 Frankfurt am Main
Germany
Telephone: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com
Attention: Liability Management Group Goldman Sachs International
Plumtree Court
25 Shoe Lane London EC4A 4AU
United Kingdom
Telephone: +44 207 7744 836
Email: liabilitymanagement.eu@gs.com
Attention: Liability Management Group
DEALER MANAGERS
Banca Akros S.p.A. – Gruppo Banco BPM Viale Eginardo, 29
20149 Milan
Italy
Telephone: +39 02 4344 4957
E-mail: dcm.origin@bancaakros.it
Attention: Head of DCM Barclays Bank Ireland PLC One Molesworth Street
Dublin 2
D02 RF29
Ireland
Email: eu.lm@barclays.com
Attention: Liability Management Group
BNP PARIBAS
16, boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Email: liability.management@bnpparibas.com
Attention: Liability Management Group Crédit Agricole Corporate and Investment Bank 12, Place des Etats-Unis
CS 70052
92547 Montrouge Cedex
France
Telephone: +44 20 7214 5733
Email: liability.management@ca-cib.com
Attention: Liability Management
Deutsche Bank Aktiengesellschaft Mainzer Landstr. 11-17 60329 Frankfurt am Main
Germany
Telephone: +44 207 545 8011 Attention: Liability Management Group
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum and the announcement published on 14 October 2026. If you are in any doubt as to the contents of this announcement, the Tender Offer Memorandum, the announcement published on 14 October 2026, or the action you should take or you are unsu re of the impact of the Invitation, you are recommended to seek your own financial, accounting and legal advice, including as to any tax consequences, immediately from your stockbroker, ba nk manager, solicitor, accountant or other independent financial, tax or legal adviser.
Fine Comunicato n.1928-123-2026 Numero di Pagine: 6