SUPPLEMENT DATED 16 NOVEMBER 2017

BANCO BPM S.P.A. (a bank 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 BP COVERED BOND S.r.l. (incorporated as a limited liability company (società a responsabilità limitata) in the Republic of Italy)

This Prospectus Supplement (the “Supplement”), to the base prospectus dated 7 September 2017 (the “Prospectus”), constitutes a supplement to the prospectus for the purposes of Article 16 of Directive 2003/71/EC (the “Prospectus Directive”) and Article 13.1 of Chapter 1 of Part II of the Luxembourg Act on prospectuses for securities dated 10 July 2005 (the “Prospectus Act”) and is prepared in connection with the “€ 10,000,000,000 Covered Bond Programme” (the “Programme”) established by Banco BPM S.p.A. (the “Issuer”). This Supplement is supplemental to, and should be read in conjunction with, the Prospectus issued by the Issuer. Terms defined in the Prospectus (but not herein) shall have the same meaning when used in this Supplement.

The purpose of this Supplement is to provide the most recent information available on the Issuer.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

To the extent that there is any inconsistency between (a) any statement in this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail.

This Supplement has been approved by the CSSF as a supplement issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg.

Save as disclosed in this Supplement on pages 1 to 4 (and in each document incorporated by reference), there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus.

This Supplement may only be used for the purposes for which it has been published.

Copies of this Supplement and all the documents incorporated by reference in the Prospectus can be obtained from the registered office of the Issuer and from the Luxembourg Listing Agent as described on page 337 of the Prospectus. Copies of this Supplement and of all documents incorporated herein by reference will be available on the Luxembourg Stock Exchange website (www.bourse.lu).

Banco BPM: Strategic Bancassurance reorganization process

1 On 14 November 2017, Banco BPM issued a press release (the “14 November 2017 Press Release”) announcing that Banco BPM has received the report prepared by the experts, BDO Italia S.p.A. and BDO AG Wirtschaftsprüfungsgesellschaft - Actuarial Services, as part of the pricing process of the stake held by UnipolSai Assicurazioni in Popolare Vita S.p.A, on which UnipolSai Assicurazioni exercised a put option on 29 June 2017.

Upon completion of the process, the experts set the price of the stake held by UnipolSai at Euro 535.5 million.

The 14 November 2017 Press Release, which has been published and filed with the CSSF, is incorporated by reference in its entirety into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated by reference in, and form part of, the Prospectus.

Banco BPM: Results as at 30 September 2017

On 9 November 2017, Banco BPM issued a press release (the “9 November 2017 Press Release”) announcing that the Board of Directors of Banco BPM has approved the financial and operating situation of Gruppo Banco BPM at 30 September 2017.

The 9 November 2017 Press Release, which has been published and filed with the CSSF, is incorporated by reference in its entirety into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated by reference in, and form part of, the Prospectus.

The 9 November 2017 Press Release has not been audited.

The following table shows where specific items of information are contained in the 9 November 2017 Press Release.

Document Information incorporated Page Reference 9 November 2017 Press Release Financial Highlights 1-4 Operating performance 4-6 Key balance sheet items 6-7 Group capital ratios 7-8 Operational outlook 8 Explanatory notes 9-15 Reclassified consolidated balance sheet 16 Reclassified consolidated income statement 17 Reclassified consolidated income statement 18 – quarterly evolutions (Aletti Gestielle SGR classified according to IFRS 5) Reclassified consolidated income statement 19 with Aletti Gestielle SGR not classified according to IFRS 5 Reclassified consolidated income statement 20 – Quarterly evolution with Aletti Gestielle SGR not classified according to IFRS 5 Reclassified consolidated income statement 21 Purchase Price Allocation impacts

2 Banco BPM: Agreement between Banco BPM and Cattolica on the sale of a majority stake in Avipop Assicurazioni and Popolare Vita and the establishment of a long-term partnership in Life and Non-Life bancassurance

On 3 November 2017, Banco BPM issued a press release (the “3 November 2017 Press Release”) announcing, following the press releases issued on 17 and 31 October 2017, that Banco BPM and have reached an agreement for the establishment of a long term strategic partnership in Life and Non-Life bancassurance.

The 3 November 2017 Press Release, which has been published and filed with the CSSF, is incorporated by reference in its entirety into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated by reference in, and form part of, the Prospectus.

Banco BPM: Strategic reorganization process in the Bancassurance sector; Extension of the exclusive negotiations between BPM and Cattolica Assicurazioni

On 31 October 2017, Banco BPM issued a press release (the “31 October 2017 Press Release”) announcing, following the announcements made on 17 October 2017, that Banco BPM and Cattolica Assicurazioni have mutually extended the exclusivity period until 9 November 2017 in order to finalise the terms of the transaction and the relevant legal documentation.

The 31 October 2017 Press Release, which has been published and filed with the CSSF, is incorporated by reference in its entirety into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated by reference in, and form part of, the Prospectus.

Banco BPM: Reimbursement of the shares subject to withdrawal right

On 25 October 2017, Banco BPM issued a press release (the “25 October 2017 Press Release”) announcing that the ECB had granted the afore-mentioned authorization at Banco BPM to reimburse, as soon as possible, through Monte Titoli and through the respective intermediaries where the shares subject to withdrawal right are deposited, a total of 4,627,461 ordinary Banco BPM shares (for a total amount of euro 14,571,850.27), of which (i) n. 2,522,185 shares resulting from the exercise of the right of withdrawal by the former members and shareholders of (withdrawal price of euro 3.156) and (ii) n. 2,105,276 shares resulting from the exercise of the right of withdrawal by the former members and shareholders of BPM (withdrawal price of euro 3.1406).

The 25 October 2017 Press Release, which has been published and filed with the CSSF, is incorporated by reference in its entirety into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated by reference in, and form part of, the Prospectus.

Banco BPM approves the Guidelines for the new Commercial Network Model of the Group

On 18 October 2017, Banco BPM issued a press release (the “18 October 2017 Press Release”) announcing that the Board of Directors of Banco BPM had approved the guidelines of the new single Commercial Network Model that will come into effect on 1 January 2018 and will apply to the Group’s entire network.

3 The 18 October 2017 Press Release, which has been published and filed with the CSSF, is incorporated by reference in its entirety into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated by reference in, and form part of, the Prospectus.

Banco BPM: Strategic reorganization process in the Bancassurance sector; Banco BPM enters into exclusive negotiations with Cattolica Assicurazioni

On 17 October 2017, Banco BPM issued a press release (the “17 October 2017 Press Release”) announcing that it had resolved to grant to Cattolica Assicurazioni a two-week exclusive negotiation period, with the aim of finalizing the terms and conditions of the potential acquisition by Cattolica Assicurazioni of a majority stake in Avipop Assicurazioni and in Popolare Vita, respectively, together with execution of a long-term partnership in the P&C and Life Bancassurance businesses on the franchise of the former Banco Popolare’s network.

The 17 October 2017 Press Release, which has been published and filed with the CSSF, is incorporated by reference in its entirety into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated by reference in, and form part of, the Prospectus.

Banco BPM signs agreement with group to repurchase the shareholding in Avipop Assicurazioni

On 28 September 2017, Banco BPM issued a press release (the “28 September 2017 Press Release”) announcing that Banco BPM had signed an agreement with Aviva group to repurchase the 50%+1 share in Avipop Assicurazioni’s capital held by Aviva Italia Holding. Avipop Assicurazioni is the P&C company which owns Avipop Vita, a life-insurance company, and that operates through the distribution network of Gruppo Banco BPM (excluding BPM S.p.A. branches).

The 28 September 2017 Press Release, which has been published and filed with the CSSF, is incorporated by reference in its entirety into this Supplement and shall, by virtue of this Supplement, be deemed to be incorporated by reference in, and form part of, the Prospectus.

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