Banca Popolare di Milano : The general meeting of members pf BPM approves the merger with Banco Popolare

PRESS RELEASE

Milan, 15 October 2016 - Notice is hereby given that the Extraordinary General Meeting of Members of Banca Popolare di Milano S.c. a r.l. ("BPM') met today at second calling and approved the Merger Plan (as well as the related memorandum and articles of association of the company resulting from the merger) between BPM and Banco Popolare - Società Cooperativa ("Banco Popolare"), which provides for the establishment of a new banking joint-stock company called Banco BPM Società per Azioni ("Banco BPM"), with registered office in Milan and administrative headquarters in Verona (the "Merger").

As already announced to the market (see the joint press release of 1 July 2016), the exchange ratios of the Merger provide for the assignment of:

• 1 newly issued Banco BPM share for each Banco Popolare share outstanding at the effective date of the Merger;

• 1 newly issued Banco BPM share for each 6.386 BPM shares outstanding at the effective date of the Merger.

While reference should be made to the press releases issued jointly by the two banks involved in the Merger (see press releases of 23 March 2016 and 24 May 2016) and the documents already available on the Bank's website (www.gruppobpm.it) for the contents of the Merger Plan and the articles of association of Banco BPM, notice is hereby given that, after today's resolution of the General Meeting of Members, the next steps of the Merger will be implemented. These include the application for admission to listing of Banco BPM's newly issued shares on the MTA organised and run by Borsa Italiana S.p.A. to ensure seamless trading on completion of the Merger.