BANCA POPOLARE DI MILANO S.C.A R.L. (the “Issuer”)

and

BANCO BPM SOCIETA PER AZIONI (the “New Company”)

NOTICE OF SUBSTITUTION OF THE ISSUER

to the holders of those of the outstanding

€500,000,000 4.250 per cent. Notes due 30 January 2019 (ISIN: XS1024830819) issued under the €10,000,000,000 Euro Medium Term Note Programme formerly of the Issuer and now of the New Company (the “Notes”)

NOTICE IS HEREBY GIVEN to the holders of the Notes (the “Noteholders” and each a “Noteholder”) that on 15 October 2016, the Extraordinary Shareholders’ Meeting of the Issuer resolved the approval of the deed of merger of the Issuer with S.C. providing for the incorporation of a new banking entity in the form of a joint stock company to be named Banco BPM S.p.A..

In accordance with Condition 14 (Meetings of Noteholders, Modification, Waiver and Substitution) of the terms and conditions of the Notes and Clause 24 (Substitution) of the Trust Deed dated 13 September 2013 and made between the Issuer and Citicorp Trustee Company Limited (as modified or supplemented from time to time, the “Trust Deed”), with effect on and from 1 January 2017 (the “Substitution Effective Date”), the Issuer has been replaced by the New Company as principal debtor in respect of the Notes constituted by the Trust Deed (the “Substitution”). The Substitution has been implemented by execution of a deed supplemental to the Trust Deed dated 24 April 2017 (the “Deed of Substitution”) entered into by the New Company, the Trustee and , N.A., London Branch, as issuing and paying agent and the agent .

Following the Substitution Effective Date, the Notes will continue to have the benefit of the Trust Deed (as so supplemented) and the New Company shall be the principal debtor under the Trust Deed in place of the Issuer.

The Notes continue to be listed on the Luxembourg Stock Exchange.

This Notice is given pursuant to and in accordance with Condition 14 (Meetings of Noteholders, Modification, Waiver and Substitution) and Condition 13 (Notices) of the terms and conditions of the Notes and Clause 24 (Substitution) of the Trust Deed.

Copies of all documents which are referred to above will be available for inspection by Noteholders free of charge during normal business hours at the specified office of the Paying Agent set out below:

The Paying Agent:

Dexia Banque Internationale à Luxembourg, SA 69 Route d’Esch L-2953 Luxembourg

Capitalised terms used but not defined in this Notice shall have the meanings given to such terms in the Trust Deed.

This Notice is given by:

The New Company Banco BPM Societa per Azioni Piazza Filippo Meda, 4 20121 Italy