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BANCO BPM S.P.A. (Incorporated As a Joint Stock Company (Società Per Azioni) in the Republic of Italy) €25,000,000,000 Euro Medium Term Note Programme

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BANCO BPM S.P.A. (Incorporated As a Joint Stock Company (Società Per Azioni) in the Republic of Italy) €25,000,000,000 Euro Medium Term Note Programme BASE PROSPECTUS BANCO BPM S.P.A. (incorporated as a joint stock company (società per azioni) in the Republic of Italy) €25,000,000,000 Euro Medium Term Note Programme This base prospectus (the “Base Prospectus”) constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) No. 2017/1129 of 14 June 2017 (the “Prospectus Regulation”). Under this €25,000,000,000 Euro Medium Term Note Programme (the “Programme”), BANCO BPM S.p.A. (the “Issuer” or the “Bank” or “Banco BPM”) may from time to time issue non-equity securities, which may be governed by English law (the “English Law Notes”) or Italian law (the “Italian Law Notes” and together with the English Law Notes, the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €25,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. In the event of such increase, a supplement to this Base Prospectus will be prepared by the Issuer, which shall be approved by the CSSF in accordance with Article 23 of the Prospectus Regulation. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Description of the Programme” and each further Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. Amounts payable under the Notes may be calculated by reference to EURIBOR, or to the sterling overnight index average rate (“SONIA”), in each case as specified in the relevant Final Terms. As at the date of this Base Prospectus, EURIBOR is provided and administered by the European Money Markets Institute (“EMMI”), and SONIA is provided and administered by the Bank of England. At the date of this Base Prospectus, EMMI is 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) No. 2016/1011 (the “Benchmarks Regulation”). As at the date of this Base Prospectus, the administrator of SONIA is not included in ESMA’s register of administrators under Article 36 of the Benchmarks Regulation. As far as the Issuer is aware, SONIA does not fall within the scope of the Benchmarks Regulation. An investment in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations under the Notes are discussed under “Risk Factors” below. The Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the “CSSF”) which is the Luxembourg competent authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. By approving the Base Prospectus, the CSSF gives no undertaking as to the economic or financial soundness of the transaction or the quality and solvency of the Issuer in line with the provisions of Article 6(4) of the loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières dated 16 July 2019 (the “Luxembourg Prospectus Law”). This Base Prospectus is valid for admission to trading of Notes on a regulated market for the purposes of Directive 2014/65/EU (as amended, “MiFID II”) for a period of twelve months from the date of approval ending on 11 June 2022, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation. For the avoidance of doubt, the Issuer shall have no obligation to supplement this Base Prospectus after the end of its 12-month validity period. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the regulated market of the Luxembourg Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Base Prospectus to Notes being listed (and all related references) shall mean that such notes have been admitted to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) and have been “listed” on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market (the “Regulated Market”) is a regulated market for the purposes of MiFID II. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the English Law Notes” or “Terms and Conditions of the Italian Law Notes”) of Notes will be set out in the relevant final terms (the “Final Terms”) or in a separate prospectus specific to such Tranche (the “Drawdown Prospectus”). With respect to Notes to be listed on the Luxembourg Stock Exchange, the Final Terms will be filed with the CSSF and the Drawdown Prospectus will be subject to the approval of the CSSF. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. As at the date of this Base Prospectus, payments of interest and other proceeds in respect of the Notes may be subject to withholding or deduction for or on account of Italian substitute tax (imposta sostitutiva), 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 imposta sostitutiva from any payments under the Notes, neither the Issuer nor any other person shall i have any obligation to pay any additional amount(s) to any holder of the Notes. For further details see the section entitled “Taxation – Italian taxation”. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) except in certain transactions exempt from the registration requirements of the Securities Act. ARRANGER Citigroup DEALERS Banca Akros S.p.A. - Gruppo Banco BPM Barclays BNP PARIBAS BofA Securities Citigroup Crédit Agricole CIB Credit Suisse Deutsche Bank Goldman Sachs International HSBC IMI – Intesa Sanpaolo J.P. Morgan AG Mediobanca Nomura Société Générale Corporate & Investment Banking UBS Investment Bank The date of this Base Prospectus is 11 June 2021. ii RESPONSIBILITY STATEMENT The Issuer (the “Responsible Person”) accepts responsibility for the information contained in this Base Prospectus and the applicable Final Terms for each Tranche of Notes. To the best of the knowledge of the Issuer the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Subject as provided in the relevant Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Notes are the persons named in the relevant Final Terms as the relevant Dealer or the Managers, as the case may be. Copies of Final Terms will be available from the registered office of the Issuer and the specified office set out below of each of the Paying Agents (as defined below) and, in the case of listed Notes, will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference” below) and with any supplements hereto. This Base Prospectus shall be read and construed on the basis that such documents are incorporated in and form part of this Base Prospectus. Neither the Dealers nor the Trustee nor any of their respective affiliates have authorised this Base Prospectus or any part thereof nor independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee or any of their respective affiliates as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer in connection with the Programme.
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