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Prospectus BANCO BPM SPA (Incorporated As a Joint Stock Company (Società Per Azioni) in the Republic of Italy)

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Prospectus BANCO BPM SPA (Incorporated As a Joint Stock Company (Società Per Azioni) in the Republic of Italy) Prospectus BANCO BPM S.P.A. (incorporated as a joint stock company (società per azioni) in the Republic of Italy) €10,000,000,000 Covered Bond Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by BPM Covered Bond S.r.l. (incorporated as a limited liability company in the Republic of Italy) Except where specified otherwise, capitalised words and expressions in this Prospectus have the meaning given to them in the Section entitled “Glossary”. Under this €10,000,000,000 covered bond programme (the Programme), Banco BPM S.p.A. (Banco BPM or the Issuer or the Bank) may from time to time issue covered bonds (the Covered Bonds) denominated in any currency agreed between the Issuer and the relevant Dealer(s). The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed €10,000,000,000 (or its equivalent in other currencies calculated as described herein). The Covered Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and will rank pari passu without preference among themselves and (save for any applicable statutory provisions) at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding. In the event of a compulsory winding-up of the Issuer, any funds realised and payable to the Bondholders will be collected by the Guarantor on their behalf. BPM Covered Bond S.r.l. (the Guarantor) has guaranteed payments of interest and principal under the Covered Bonds pursuant to a guarantee (the Guarantee) which is backed by a pool of assets (the Cover Pool) made up of a portfolio of residential and commercial mortgage loans assigned and to be assigned to the Guarantor by the Sellers (and/or, as the case may be, by any Additional Seller) and of other Eligible Assets and Substitution Assets. Recourse against the Guarantor under the Guarantee is limited to the Cover Pool. This document has been approved by the Commission de Surveillance du Secteur Financier (the CSSF), which is the competent authority under Regulation EU 2017/1129 (the Prospectus Regulation) in the Grand Duchy of Luxembourg, as a base prospectus, for the purposes of article 8 of the Prospectus Regulation (the Prospectus). The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or the Guarantor or the quality of the Covered Bonds that are subject to this Prospectus. Investors should make their own assessment as to the suitability of investing in Covered Bonds. Application has also been made for Covered Bonds issued under the Programme during the period of 12 (twelve) months from the date of this Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2014/65/EU (as amended from time to time, the MiFID II). As referred to in Article 6(4) of the Luxembourg law on prospectuses for securities of 16 July 2019, by approving this Prospectus, in accordance with Article 20 of the Prospectus Regulation, the CSSF does not engage in respect of the economic or financial opportunity of the operation or the quality and solvency of the issuer. This Prospectus is valid for 12 months from its date in relation to Covered Bonds which are to be admitted to trading on a regulated market in the European Economic Area (the EEA). The obligation to supplement this Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus is no longer valid. An investment in Covered Bonds issued under the Programme involves certain risks. See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Covered Bonds. 0072743-0000020 EUO1: 2000604529.7 1 Other than in relation to the documents which are incorporated by reference (see the section headed “Documents Incorporated by Reference”), the information on the websites to which this Prospectus refers does not form part of this Prospectus and has not been scrutinised or approved by the CSSF. From their relevant issue dates, the Covered Bonds will be issued in dematerialised form or in any other form as set out in the relevant Conditions and/or Final Terms. The Covered Bond issued in dematerialised form will be held on behalf of their ultimate owners by Monte Titoli S.p.A. (Monte Titoli) for the account of the relevant Monte Titoli account holders. Monte Titoli will also act as depository for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream). The Covered Bonds issued in dematerialised form will at all times be evidenced by book-entries in accordance with the Financial Laws Consolidation Act and with the joint regulation of the Commissione Nazionale per le Società e la Borsa (CONSOB) and the Bank of Italy dated 13 August 2018 and published in the Official Gazette No. 201 of 30 August 2018, as subsequently amended and supplemented. No physical document of title will be issued in respect of the Covered Bonds issued in dematerialised form. This Prospectus does not relate to the Covered Bonds which may be issued under the Programme in any form other than dematerialised form pursuant to either separate documentation or the documents described in this Prospectus after having made the necessary amendments. The Covered Bonds of each Series will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in Condition 8 (Redemption and Purchase)). Unless previously redeemed in full in accordance with the Terms and Conditions, the Covered Bonds of each Series will be redeemed at their Final Redemption Amount on the relevant Maturity Date (or, as applicable, the Extended Maturity Date), subject as provided in the relevant Final Terms. As at the date of this Prospectus, payments of interest and other proceeds in respect of the Covered Bonds may be subject to withholding or deduction for or on account of Italian substitute tax, in accordance with Italian Legislative Decree No. 239 of 1 April 1996, as amended and supplemented from time to time, and any related regulations. Upon the occurrence of any withholding or deduction for or on account of tax from any payments under any Series of Covered Bonds, neither the Issuer nor any other person shall have any obligation to pay any additional amount(s) to any holder of Covered Bonds of any Series. For further details see the Section entitled “Taxation”. Amounts payable under the Covered Bonds may be calculated by reference to EURIBOR, or to LIBOR, in each case as specified in the relevant Final Terms. As at the date of this Prospectus, EURIBOR is provided and administered by the European Money Markets Institute (EMMI), and LIBOR is provided and administered by ICE Benchmark Administration Limited (ICE). At the date of this Prospectus, ICE and EMMI are both authorised as benchmark administrators, and included on, the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority (ESMA) pursuant to Article 36 of Regulation (EU) 2016/1011 (the Benchmarks Regulation). The Covered Bonds issued under the Programme, if rated, are expected to be assigned a credit rating as specified in the relevant Final Terms by Moody’s Deutschland GmbH (Moody’s or the Rating Agency). The credit rating applied for in relation to the Covered Bonds will be issued by the Rating Agency which is established in the European Union and has been registered under Regulation (EU) No 1060/2009 (the CRA Regulation), as resulting from the list of registered credited rating agencies (reference number 2015/1127) published on 10 July 2015 by the European Securities and Markets Authority (ESMA). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Please refer to the ESMA webpage http://www.esma.europa.eu/page/List-registeredand- certified-CRAs in order to consult the updated list of registered credit rating agencies. Prohibition of Sales to EEA and UK Retail Investors. If the Final Terms in respect of any Covered Bonds include a legend entitled “Prohibition of Sales to EEA and UK Retail Investors”, the Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA) or the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or (ii) a customer within the meaning of Directive (UE) 2016/97 (as amended, IDD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. MIFID II product governance / target market. The Final Terms in respect of any Covered Bonds will include a legend entitled “MiFID II Product Governance” which will outline the target market assessment in respect of the Covered Bonds and which channels for distribution of the Covered Bonds are appropriate.
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