PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS REGARDING ACCESS TO THIS SECTION OF THE SITE
The following contains important information in relation to the voluntary total public exchange offer (the “Offer”) for the ordinary shares (the “Shares”) of Banco BPM S.p.A. (the “Issuer”) that UniCredit S.p.A. (the “Offeror”) announced with a notice published pursuant to Articles 102, paragraph 1 and Article 106 paragraph 4 of Legislative Decree 58/1998 on 25 November 2024.
The Offer is launched exclusively in Italy as the Shares are listed exclusively on Euronext Milan organized and managed by Borsa Italiana S.p.A. and is subject to the disclosure requirements and procedural requirements provided for by Italian law.
The Offer is launched by means of the publication of an offer document subject to the approval of the Commissione Nazionale per le Società e la Borsa (CONSOB) (the “Offer Document”). The Offer Document contains the full description of the terms and conditions of the Offer, including the terms of acceptance.
The Offer has not been and will not be promoted publicly in the United States, or in Canada, Japan, Australia and any other jurisdiction where making the Offer or tendering shares to it would not comply with laws concerning financial markets or other laws or regulations in those jurisdictions or would require a prior registration, approval or filing with any supervisory authority (such countries including the United States, Canada, Japan and Australia, collectively, the &#8220;Other Countries&#8220;). The Offeror reserves the right to extend the Offer in the United States exclusively to certain professional investors who qualify as Qualified Institutional Buyers, as defined in Rule 144A under the U.S. Securities Act, by way of a private placement in compliance with United States federal laws and regulations concerning the offer of financial instruments and with United States laws concerning tender offers, insofar as applicable. Such potential extension of the Offer in the United States would occur by way of a separate offer document restricted to Qualified Institutional Buyers.
A copy of any document that the Offeror has issued or 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.
Anyone who intends to access this section of the website and view the documents published therein, must read carefully and be fully aware of the information contained therein.
Information included in this section of the website 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 registration. Financial instruments offered in the context of the Offer will not be registered pursuant to the U.S. Securities Act, and the Offeror 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.
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.
By selecting the “ACCEPT” button you represent and warrant that you are not physically located or resident in the Other Countries, and that you have read, understood and fully accept and agree to abide by all of the above limitations.

Disclaimer

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Public Tender Offer Banco BPM Vita on shares of Anima Holding

Public Exchange Offer from UniCredit on Banco BPM shares

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