NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
VOLUNTARY PUBLIC EXCHANGE OFFER LAUNCHED BY UNICREDIT S.P.A. ON ALL ORDINARY SHARES OF BANCO BPM S.P.A.
PRESS RELEASE
Milan, 13 July 2025 - With reference to the public exchange offer ("Offer") promoted pursuant to articles 102 et seq. of the TUF on all the ordinary shares of Banco BPM S.p.A. ("BPM"), UniCredit S.p.A. ("UniCredit", the "Offeror") communicates the following.
Given the quantity of misleading statements and interpretations issued in relation to the TAR ruling, UniCredit deems it both necessary and responsible to provide clear and unequivocal clarifications to such comments, presenting the facts as outlined in the ruling itself.
As stated, UniCredit welcomes the decision from TAR in favor of UniCredit's appeal. This is unequivocal proof that the way in which Golden Power was used was illegitimate, requiring the issuance of a new decree as the one adopted on April 18 has been annulled by the Court. The ruling itself also clearly proved UniCredit's concern regarding the level of ambiguity surrounding the Golden Power prescriptions and application thereof in this instance, requiring the TAR Court almost 100 pages to document, explain and clarify its decision.
The merits of UniCredit's appeal were clearly underscored by TAR.
Out of four prescriptions, two were annulled: the predefining of a loan to deposit ratio and the retaining of project financing in perpetuity. One, relating to Anima, was clarified and implicitly amended, as the TAR Court accepted and formalized the different interpretation offered by the MEF just a few days before the first TAR hearing and then formally submitted to the TAR court as part of the statement of defense. As such an obligation now no longer exists and is replaced by a high-level ambition to retain Italian securities in Anima, consistently with fiduciary duties to clients to whom these assets belong. Regarding the cease of activities or divestment of UniCredit's assets in Russia (that do not include payments, as specified by the MEF) the TAR court stated it had no full jurisdiction on the matter. As quoted by the Court, ECB has competence to assess the matter and UniCredit is currently compliant with the ECB requests.
Finally, UniCredit will not comment on the specific statements made by BPM regarding both the preceding matter and UniCredit's offer to buy BPM, nor on BPM's abnormal use of any initiative available to derail the offer regardless of its merit.
However, UniCredit points out that the ultimate decision as to the merit and attractiveness of any offer should always be at the behest of shareholders. Regretfully, these shareholders have been exposed not only to the illegitimate use of the Golden Power insistently advocated by BPM but also by unjustifiably aggressive and often misleading communications and campaigns by BPM to disrepute both the offer and offeror. In this context of profound uncertainties, BPM shareholders may have been deprived of an option, the terms of which were fairly set and - as was clearly highlighted by UniCredit at the time of the launch of the offer - may have been already improved had there been an orderly OPS process.
UniCredit will now evaluate all relevant steps in a timely manner.
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THIS PRESS RELEASE DOES NOT CONSTITUTE THE EXTENSION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE (OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE), ANY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION AND ANY SUCH OFFER (OR SOLICITATION) MAY NOT BE EXTENDED IN ANY SUCH JURISDICTION.
The public voluntary exchange offer described in this press release (the "Offer") will be promoted by UniCredit S.p.A. (the "Offeror" or "UniCredit") over the totality of the ordinary shares of Banco BPM S.p.A. ("BPM").
This press release does not constitute an offer to buy or sell BPM's shares.
The Offer will be launched in Italy and will be made on a non-discriminatory basis and on equal terms to all shareholders of Banco BPM S.p.A. The Offer will be promoted in Italy as BPM's shares are listed on the Euronext Milan organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law.
The Offer is not being made in Canada, Japan, Australia or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction ("Other Countries"). The Offer is otherwise being made (i) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933, as amended ("Regulation S")(the "U.S. Securities Act") and, as applicable, in accordance with law in any such other jurisdiction, or (ii) within the United States, only to "qualified institutional buyers" as defined in Rule 144A of the U.S. Securities Act ("QIBs") in a private placement that is exempt from, or not subject to, registration under the U.S. Securities Act and that meets the requirements of Rule 144A or another available exemption from registration, in each case, in accordance with any applicable securities laws of any state of the United States. The extension of the Offer in the United States is occurring by way of a separate private placement memorandum restricted to QIBs.
A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries.
Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries.
Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.
This press release and any other document issued by the Offeror in relation to the Offer do not constitute and are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Other Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act, or are exempt from, or not subject to, registration. Financial instruments offered in the context of the transaction described in this press release will not be registered pursuant to the U.S. Securities Act. UniCredit does not intend to carry out a public offer of such financial instruments in the United States. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions.
This press release may only be accessed in or from the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of assimilated Regulation (EU) 2017/1129 as it forms part of domestic United Kingdom law by virtue of European Union (Withdrawal) Act 2018, as amended, and who (i) have professional experience in investment matters under section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Decree"); (ii) are persons who have a high net worth and who fall within article 49(2) (a) - (d) of the Decree; or (iii) are persons to whom it may otherwise be lawfully communicated (the aforementioned persons being the "Relevant Persons"). Any investment activity to which this document refers is available only to Relevant Persons.
Financial Instruments described in this press release are made available only in the United Kingdom to Relevant Persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.