ANNUAL INFORMATION DOCUMENT pursuant to art. 54 of Consob resolution of 14 May 1999 and subsequent amendments

Transcription

1 ANNUAL INFORMATION DOCUMENT pursuant to art. 54 of Consob resolution of 14 May 1999 and subsequent amendments Document filed with Consob on 14 May 2010

2 ANNUAL INFORMATION DOCUMENT (pursuant to art. 54 of Consob resolution 11971/99 and subsequent amendments) This document lists information published or made available to the public by Banca Popolare di Milano in the 12 months prior to 24 April 2010 (date of approval of the 2009 financial statements) in one or more EU member countries or in other countries in compliance with obligations arising from European or domestic laws and regulations relating to financial instruments, issuers of financial instruments and the markets where they are traded. This document, which is available on BPM's website at - indicates the nature and date of publication (e.g. Borsa Italiana S.p.A., national newspapers, the company's website or transmission to foreign market management companies for them to make the information available to the public) and the method of obtaining such information, which is grouped together in the following sections: 1. PRICE SENSITIVE PRESS RELEASES AND ANY OTHER RELEASES OF CORPORATE INFORMATION 2. PRESENTATIONS TO THE FINANCIAL COMMUNITY 3. ANNUAL AND INTERIM FINANCIAL STATEMENTS 4. CORPORATE DOCUMENTS 5. GOVERNANCE 6. FINANCIAL INSTRUMENTS 7. CALENDAR OF CORPORATE EVENTS N.B: to facilitate reading, certain types of information that cover several of these categories, are reported in more than one section of this document. 2

3 1. PRICE SENSITIVE PRESS RELEASES AND ANY OTHER RELEASES OF A CORPORATE NATURE Available on BPM's website at: (for press releases) and (for reporting under art. 152-octies, para. 7, IR) 24 APRIL 2010 NOTICE OF APPROVAL OF THE FINANCIAL STATEMENTS AND PAYMENT OF 2009 DIVIDEND 24 APRIL 2010 ORDINARY AND EXTRAORDINARY GENERAL MEETING OF BANCA POPOLARE DI MILANO OF 24 APRIL APPROVAL OF THE 2009 FINANCIAL STATEMENTS 19 APRIL 2010 BNP PARIBAS SECURITIES SERVICES (BP2S) AND BANCA POPOLARE DI MILANO (BPM): SIGNED AN AGREEMENT TO SELL BPM'S CUSTODIAN BANK ACTIVITIES TO BP2S 8 APRIL 2010 DOCUMENTATION FOR THE GENERAL MEETING FILED AT THE BANK'S HEAD OFFICE 8 APRIL 2010 ANNOUNCEMENT OF A CHANGE IN SHARE CAPITAL 24 MARCH MARCH 2010 NOTICE OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING (available in the section entitled "Ordinary and Extraordinary General meeting April 2010" at 23 MARCH 2010 APPROVAL BY THE BOARD OF DIRECTORS OF THE FINANCIAL STATEMENTS OF BANCA POPOLARE DI MILANO AND OF THE BPM GROUP AT 31 DECEMBER 2009 AND CALLING OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE MEMBERS 17 MARCH 2010 BANCA AKROS: THE BOARD OF DIRECTORS APPROVES THE 2009 FINANCIAL STATEMENTS 17 MARCH 2010 BANCA POPOLARE DI MANTOVA S.P.A.: DRAFT FINANCIAL STATEMENTS AT 31 DECEMBER 2009 APPROVED 3

4 12 MARCH 2010 ANIMA SGR S.P.A. CLOSES 2009 WITH A NET PROFIT OF 23.3 MILLION EURO (+22.5%) 9 MARCH 2010 ANNOUNCEMENT OF CHANGES IN SHARE CAPITAL 25 FEBRUARY 2010 AGREEMENT FOR THE SALE OF FACTORIT SPA TO BANCA POPOLARE DI SONDRIO AND BANCA POPOLARE DI MILANO 12 FEBRUARY 2010 ANNOUNCEMENT OF A CHANGE IN SHARE CAPITAL 19 JANUARY STRATEGIC PLAN APPROVED BY THE BOARD 13 JANUARY JANUARY DECEMBER 2009 CONVERTENDO LOAN - RESULTS OF THE FOURTH SUBPERIOD OF THE SUBSCRIPTION AND THE DEFINITIVE RESULTS OF THE PUBLIC OFFERING 28 DECEMBER 2009 TENDER OFFER FOR INNOVATIVE CAPITAL INSTRUMENTS - RESULTS OF THE OFFERING AND FULFILMENT OF THE MATERIAL ADVERSE CHANGE (MAC) CONDITION 23 DECEMBER 2009 BPM AND MILANO ASSICURAZIONI: AGREEMENT SIGNED TO RESOLVE THE PARTNERSHIP IN BIPIEMME VITA 22 DECEMBER 2009 CALENDAR OF CORPORATE EVENTS DECEMBER 2009 BPM. DEPUTY GENERAL MANAGER APPOINTED 17 DECEMBER DECEMBER 2009 TENDER OFFER FOR INNOVATIVE CAPITAL INSTRUMENTS RESULTS AT THE END OF THE ACCEPTANCE PERIOD 4

5 16 DECEMBER 2009 TENDER OFFER FOR INNOVATIVE CAPITAL INSTRUMENTS ACCEPTANCES AT 15 DECEMBER DECEMBER 2009 BANCA POPOLARE DI MILANO AND MILANO ASSICURAZIONI: AGREEMENT CONCERNING BIPIEMME VITA 14 DECEMBER 2009 TENDER OFFER FOR INNOVATIVE CAPITAL INSTRUMENTS PROVISIONAL FIGURES 10 DECEMBER 2009 BIPIEMME GESTIONI AND ANIMA SIGN THE MERGER DEED TO FORM THE NEW ANIMA SGR S.P.A. 10 DECEMBER 2009 TENDER OFFER FOR INNOVATIVE CAPITAL INSTRUMENTS FINAL PURCHASE PRICES OF THE SECURITIES INVOLVED IN THE VOLUNTARY TENDER OFFER 3 DECEMBER 2009 TENDER OFFER FOR INNOVATIVE CAPITAL INSTRUMENTS ISSUED BY BPM GROUP COMPANIES: CONSOB APPROVAL OF THE OFFERING DOCUMENT 3 DECEMBER 2009 CONVERTENDO LOAN: RESULTS OF THE THIRD OFFERING SUBPERIOD (2 NOVEMBER 30 NOVEMBER 2009) 2 DECEMBER 2009 BPM: ISSUE OF TREMONTI BONDS 1 DECEMBER 2009 CONVERTENDO LOAN: METHOD OF PLACEMENT OF THE BONDS OF THE CONVERTENDO BPM 2009/ % LOAN WITH THE RELATED "WARRANT AZIONI ORDINARIE BPM 2009/2013" 18 NOVEMBER 2009 BANCA ETRURIA SELLS ETRURIA FUND MANAGEMENT CO. TO BIPIEMME GESTIONI (ANIMA) 10 NOVEMBER 2009 BOARD OF DIRECTORS APPROVES THE THIRD QUARTER 2009 RESULTS OF THE BPM GROUP 10 NOVEMBER 2009 BPM LAUNCHES TENDER OFFER FOR INNOVATIVE CAPITAL INSTRUMENTS ISSUED BY BPM GROUP COMPANIES 5

6 3 NOVEMBER 2009 CONVERTENDO LOAN: RESULTS OF THE SECOND OFFERING SUBPERIOD (1 OCTOBER 30 OCTOBER 2009) 21 OCTOBER OCTOBER 2009 CONVERTENDO LOAN: RESULTS OF THE FIRST OFFERING SUBPERIOD (7 SEPTEMBER 30 SEPTEMBER 2009) 30 SEPTEMBER 2009 BPM: BALANCE SHEET FIGURES 30 SEPTEMBER 2009 BPM: "WEBANK" BUSINESS UNIT TRANSFERRED TO WE@SERVICE S.P.A. 28 SEPTEMBER 2009 MERGER OF ANIMA SGR WITH BIPIEMME GESTIONI SGR: THE SHAREHOLDERS APPROVE THE MERGER 21 SEPTEMBER 2009 AGREEMENTS FOR THE ISSUE OF FINANCIAL INSTRUMENTS IN FAVOUR OF THE ECONOMY AND FINANCE MINISTRY (SO-CALLED "TREMONTI BONDS") 4 SEPTEMBER 2009 CONVERTENDO LOAN: CONSOB AUTHORISES PUBLICATION OF THE PROSPECTUS FOR THE PUBLIC OFFERING OF THE RESIDUAL 4,599,624 BONDS OF THE LOAN WITH AUTOMATIC CONVERSION ( CONVERTENDO BPM 2009/ % ) WITH RELATED WARRANTS ( WARRANT AZIONI ORDINARIE BPM 2009/2013 ) 31 AUGUST AUGUST 2009 BPM GROUP: BOARD APPROVES THE FIRST HALF 2009 RESULTS 24 AUGUST 2009 BANCA POPOLARE DI MANTOVA SPA: BOARD APPROVES THE FIRST HALF 2009 RESULTS 30 JULY 2009 BPM ACQUIRES INTESATRADE SIM SPA AND OBTAINS AUTORISATION TO SET UP BANCA WEBANK 6

7 29 JULY 2009 BANCA AKROS SPA: BOARD APPROVES THE FIRST HALF 2009 RESULTS 21 JULY 2009 CONVERTENDO LOAN: RESULTS OF THE OFFER OF OPTIONS NOT TAKEN UP 21 JULY 2009 FITCH REVISES THE OUTLOOK OF BANCA POPOLARE DI MILANO 20 JULY JULY JULY 2009 FURTHER COMMENT REGARDING THE PRESS RELEASE ISSUED ON 7 JULY 2009 (CONVERTENDO LOAN) 8 JULY JULY JULY 2009 CONVERTENDO LOAN: FIRST STAGE OF THE LOAN OFFERING ( CONVERTENDO BPM 2009/ % ) WITH RELATED WARRANTS ( WARRANT AZIONI ORDINARIE BPM 2009/2013 ) COMPLETED. SOLIDARITY FUND AGREEMENT SIGNED 3 JULY JULY JULY JULY 2009 MOODY'S CONFIRMS BPM'S LONG-TERM RATING WITH A STABLE OUTLOOK 7

8 26 JUNE 2009 BPM: AGREEMENT REACHED OVER SOLIDARITY FUND 8

9 22 JUNE 2009 BPM ACCEPTS TENDER OFFER BY BANCO POPOLARE FOR BANCA ITALEASE 18 JUNE JUNE 2009 CONVERTENDO LOAN: CONSOB AUTHORISES PUBLICATION OF THE PROSPECTUS 27 MAY MAY 2009 BOARD APPROVES ISSUE CONDITIONS OF THE BOND LOAN WITH AUTOMATIC CONVERSION ( CONVERTENDO BPM 2009/ % ) WITH RELATED WARRANTS ( WARRANT AZIONI ORDINARIE BPM 2009/2013 ) 26 MAY 2009 BPM: DIRECTORS' AND STATUTORY AUDITORS' REQUISITES OF RESPECTABILITY, PROFESSIONALISM AND INDEPENDENCE VERIFIED 12 MAY 2009 THE BOARD OF DIRECTORS APPROVES THE RESULTS OF THE FIRST QUARTER OF 2009 OF THE BPM GROUP 30 APRIL APRIL 2009 BPM: INTERNAL COMMITTEES APPOINTED BY THE NEW BOARD OF DIRECTORS 25 APRIL 2009 ORDINARY AND EXTRAORDINARY GENERAL MEETING OF BANCA POPOLARE DI MILANO ON 25 APRIL

10 2. PRESENTATIONS TO THE FINANCIAL COMMUNITY Available on BPM's website at: 24 MARCH 2010 BPM GROUP - FY 2009 RESULTS 20 JANUARY 2010 BPM GROUP: STRATEGIC PLAN 11 NOVEMBER 2009 BPM GROUP Q RESULTS 4 NOVEMBER 2009 WEBANK SPA PRESS CONFERENCE (available on the website of Borsa Italiana SpA at: 24 SEPTEMBER 2009 BPM COVERED BOND PRESENTATION 26 AUGUST 2009 BPM GROUP - H RESULTS 13 MAY 2009 BPM GROUP - Q RESULTS 10

11 3. ANNUAL AND INTERIM FINANCIAL STATEMENTS Available on BPM's website at: rea=investor (for the documents) (for filing notices) 26 APRIL 2010 NOTICE OF APPROVAL OF THE FINANCIAL STATEMENTS AND PAYMENT OF 2009 DIVIDEND 26 APRIL SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER 2009 (approved by the General Meeting of 24 April 2010) - CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP AT 31 DECEMBER MARCH DRAFT OF SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER 2009 (subsequently approved by the General Meeting of 24 April 2010) - CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP AT 31 DECEMBER NOVEMBER 2009 NOTICE OF FILING OF INTERIM REPORT ON OPERATIONS AT 30 SEPTEMBER NOVEMBER 2009 INTERIM REPORT ON OPERATIONS AT 30 SEPTEMBER 2009 (also in English on the website: QUARTERLY REPORT OF THE BPM GROUP AS AT 30 SEPTEMBER 2009 ) 28 AUGUST 2009 NOTICE OF FILING OF THE HALF-YEARLY REPORT AT 28 AUGUST 2009 HALF-YEARLY REPORT OF THE BPM GROUP AT (also in English on the website: HALF-YEARLY REPORT OF THE BPM GROUP AS AT ) 15 MAY 2009 NOTICE OF FILING OF THE INTERIM REPORT ON OPERATIONS OF THE BPM GROUP AT 31 MARCH MAY 2009 QUARTERLY REPORT OF THE BPM GROUP AT 31 MARCH APRIL 2009 NOTICE OF APPROVAL OF THE FINANCIAL STATEMENTS AND PAYMENT OF 2008 DIVIDEND 11

12 27 APRIL SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER 2008 (approved by the General Meeting of 25 April 2009) - CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP AT 31 DECEMBER 2008 (both documents are available on BPM's website) 12

13 4. CORPORATE DOCUMENTS 4.1 DOCUMENTS OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF 23/24 APRIL 2010 Available on BPM's website at: (for deposit notices) 26 APRIL 2010 NOTICE OF APPROVAL OF THE FINANCIAL STATEMENTS AND PAYMENT OF 2009 DIVIDEND 26 APRIL SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER 2009 (approved by the General Meeting of 24 April 2010) - CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP AT 31 DECEMBER APRIL 2010 LETTER TO THE MEMBERS 8 APRIL REPORT OF THE BOARD OF DIRECTORS ON ITEM 2 ON THE AGENDA OF THE ORDINARY GENERAL MEETING (REMUNERATION POLICIES) - REPORT OF THE BOARD OF STATUTORY AUDITORS ON ITEM 2 ON THE AGENDA OF THE ORDINARY GENERAL MEETING (REMUNERATION POLICIES) - REPORT OF THE BOARD OF DIRECTORS ON ITEM 3 ON THE AGENDA OF THE ORDINARY GENERAL MEETING (INTEGRATION OF THE AUDIT FEE) - PROPOSAL OF THE BOARD OF STATUTORY AUDITORS ON ITEM 3 ON THE AGENDA OF THE ORDINARY GENERAL MEETING (INTEGRATION OF THE AUDIT FEE) - REPORT OF THE BOARD OF STATUTORY AUDITORS ON ITEM 1 ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING (MERGER OF BIPIEMME PRIVATE BANKING SIM WITH BPM) 8 APRIL REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE AS PER ART. 123-BIS OF DECREE 58/1998 AND RELATED REPORT OF THE BOARD OF STATUTORY AUDITORS APRIL REPORT OF THE INDEPENDENT AUDITORS ON THE DRAFT 2009 FINANCIAL STATEMENTS OF BPM - REPORT OF THE INDEPENDENT AUDITORS ON THE 2009 CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP 13

14 8 APRIL REPORT OF THE BOARD OF STATUTORY AUDITORS ON THE DRAFT 2009 FINANCIAL STATEMENTS OF BPM - REPORT OF THE BOARD OF STATUTORY AUDITORS ON THE 2009 CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP 8 APRIL DRAFT 2009 SEPARATE FINANCIAL STATEMENTS OF BPM (subsequently approved by the General Meeting of 24 April 2010) CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP 24 MARCH MERGER PLAN (AND ATTACHED ARTICLES OF ASSOCIATION OF THE MERGING COMPANY) - REPORT OF BPM'S DIRECTORS ON THE MERGER OF BIPIEMME PRIVATE BANKING SIM WITH BPM (POINT 1 ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING) - BALANCE SHEET OF BPM AS PER ART QUATER, CIVIL CODE - BALANCE SHEET OF BIPIEMME PRIVATE BANKING SIM AS PER ART QUATER, CIVIL CODE 23 MARCH 2010 REQUEST FORMS FOR PARTICIPATION AT GENERAL MEETING 23 MARCH 2010 NOTICE OF ORDINARY AND EXTRAORDINARY GENERAL MEETING 23/24 APRIL

15 4.2 OTHER COMPANY DOCUMENTS Available on BPM's website at: (for announcements) (for document ex art. 54 IR) (for Pillar 3) 26 APRIL 2010 PILLAR 3: INFORMATION FOR THE GENERAL PUBLIC ON THE BPM GROUP SITUATION AT 31 DECEMBER MARCH 2010 ADVANCE NOTICE OF WITHDRAWAL FROM THE SHAREHOLDER AGREEMENT BETWEEN BANCA POPOLARE DI MILANO AND FONDAZIONE CASSA DI RISPARMIO DI ALESSANDRIA 14 MAY 2009 ANNUAL INFORMATION DOCUMENT PURSUANT TO ART. 54 OF CONSOB RESOLUTION 11971/99 11 MAY 2009 MINUTES OF THE ORDINARY GENERAL MEETING OF 25 APRIL 2009 REGARDING APPROVAL OF THE 2008 FINANCIAL STATEMENTS, APPOINTMENT OF THE DIRECTORS AND OFFICERS AND THEIR REMUNERATION (available on the website of Borsa Italiana SpA at 15

16 5. GOVERNANCE 5.1 REPORT ON CORPORATE GOVERNANCE Available on BPM's website at: 8 APRIL 2010 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE OF BANCA POPOLARE DI MILANO AS PER ART. 123-BIS OF DECREE 58/1998 AND RELATED REPORT OF THE BOARD OF STATUTORY AUDITORS AUGUST 2009 REPORT ON THE BANK S CORPORATE GOVERNANCE AND ADOPTION OF THE CODE OF CONDUCT FOR LISTED COMPANIES

17 5.2 ARTICLES OF ASSOCIATION AND REGULATIONS FOR GENERAL MEETINGS Available on BPM's website at: 11 AUGUST 2009 ARTICLES OF ASSOCIATION OF BANCA POPOLARE DI MILANO UPDATED TO 30 JULY 2009 *** The same section also contains the REGULATIONS FOR SHAREHOLDERS' MEETINGS OF BANCA POPOLARE DI MILANO updated to 13 December

18 5.3 AMENDMENTS TO THE ARTICLES OF ASSOCIATION Available on BPM's website at: or on the website of Borsa Italiana at: 11 AUGUST 2009 ARTICLES OF ASSOCIATION SHOWING THE AMENDMENTS APPROVED BY THE BOARD OF DIRECTORS AS PER ART PARA. 2, CIVIL CODE(WITH RESOLUTION DATED 7 APRIL 2009 AND INTEGRATED BY AMENDMENT 30 JULY 2009) RELATING TO ARTS. 26, 32, 36, 40 AND 41 OF THE ARTICLES. 11 AUGUST 2009 AMENDMENT OF THE ARTICLES OF ASSOCIATION RELATING TO ARTS. 26 AND AUGUST 2009 MINUTES OF THE BOARD MEETING OF 7 APRIL 2009 REGARDING THE AMENDMENTS, AS PER ART. 2365, PARA. 2, CIVIL CODE RELATING TO ARTS. 26, 32, 36, 40 AND 41 OF THE ARTICLES OF ASSOCIATION 12 JUNE 2009 ARTICLES OF ASSOCIATION SHOWING THE AMENDMENTS APPROVED BY THE BOARD OF DIRECTORS ON 26 MAY 2009 AS PER ART PARA. 2, CIVIL CODE RELATING TO ART. 17 OF THE ARTICLES FOR THE ISSUE OF THE CONVERTENDO LOAN 12 JUNE 2009 MINUTES OF THE BOARD MEETING OF 26 MAY 2009 REGARDING THE AMENDMENTS, AS PER ART. 2365, PARA. 2, CIVIL CODE RELATING TO ART. 17 OF THE ARTICLES OF ASSOCIATION FOR THE ISSUE OF THE CONVERTENDO LOAN 12 JUNE 2009 ARTICLES OF ASSOCIATION SHOWING THE AMENDMENTS APPROVED BY THE GENERAL MEETING ON 25 APRIL 2009 RELATING TO ART. 17 OF THE ARTICLES FOR THE ISSUE OF THE CONVERTENDO LOAN 11 MAY 2009 MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF 25 APRIL 2009 REGARDING THE AMENDMENTS TO ART. 17 OF THE ARTICLES OF ASSOCIATION FOR THE ISSUE OF THE CONVERTENDO LOAN 18

19 5.4 INTERNAL DEALING Press releases available on BPM's website at: 24 MARCH JANUARY JANUARY DECEMBER OCTOBER AUGUST JULY JULY JULY JULY JULY JULY JULY

20 18 JUNE

21 27 MAY APRIL

22 5.5 CORPORATE SOCIAL RESPONSIBILITY Available on BPM's website at: 22 SEPTEMBER 2009 SOCIAL RESPONSIBILITY REPORT OF THE BPM GROUP

23 6. FINANCIAL INSTRUMENTS 6.1 EMTN PROGRAMME SCHEDULES Issues listed on the Luxembourg Stock Exchange available on BPM's website at: BPM BOND ISSUES OUTSTANDING AT 24 APRIL 2010 EMTN QUOTATION ISIN CODE NO. NOMINAL VALUE ISSUE/MATURITY EMTN PROGRAMME XS ,000,000, / EMTN PROGRAMME XS ,000, / EMTN PROGRAMME XS ,000,000, / EMTN PROGRAMME XS ,000, / EMTN PROGRAMME XS ,000, / * EMTN PROGRAMME XS ,000, / EMTN PROGRAMME XS ,000, / EMTN PROGRAMME XS ,000, / EMTN PROGRAMME XS ,000, / * Early redemption foreseen (26/06/2010) BPM BONDS REDEEMED DURING THE PERIOD 24/04/ /04/2010 EMTN QUOTATION ISIN CODE NOMINAL VALUE ISSUE/MATURITY EMTN PROGRAMME XS ,250,000, /

24 6.2 OTHER ISSUES OUTSTANDING AT 24/04/2010 Available on BPM's website at: TYPE ISIN CODE NOMINAL VALUE ISSUE/MATURITY Covered Bonds - First Issue IT ,000,000, / Covered Bonds - Second Issue IT ,000,000, / Convertendo BPM 6.75% cum warrant IT ,270,700** / per cent Perpetual Subordinated Fixed/Floating Rate Notes ** Amount net of conversions between and *** Tender Offer of 104,750,000 Notes to be cancelled XS ,000,000*** /Perpetual (Early redemption: 25/06/2018) 24

25 6.3 CONVERTENDO BPM 2009/ % Documentation relating to the public offering of the Bond Loan with automatic conversion ( Convertendo BPM 2009/ % ) with related warrants ( Warrant azioni ordinarie BPM 2009/2013 ) placed from 7 September 2009 to 30 December Available on BPM's website at: 31 DECEMBER 2009 CONVERTENDO LOAN - RESULTS OF THE FOURTH SUBPERIOD OF THE SUBSCRIPTION AND THE DEFINITIVE RESULTS OF THE PUBLIC OFFERING 3 DECEMBER 2009 CONVERTENDO LOAN: RESULTS OF THE THIRD OFFERING SUBPERIOD (2 NOVEMBER 30 NOVEMBER 2009) 3 NOVEMBER 2009 CONVERTENDO LOAN: RESULTS OF THE SECOND OFFERING SUBPERIOD (1 OCTOBER 30 OCTOBER 2009) 2 OCTOBER 2009 CONVERTENDO LOAN: RESULTS OF THE FIRST OFFERING SUBPERIOD (7 SEPTEMBER 30 SEPTEMBER 2009) 9 SEPTEMBER 2009 UPDATE OF THE QUANTITATIVE INFORMATION CONTAINED IN THE PROSPECTUS FOR THE PUBLIC OFFERING OF THE BONDS OF THE LOAN WITH AUTOMATIC CONVERSION ( CONVERTENDO BPM 2013/6, % ) WITH RELATED WARRANTS ( WARRANT AZIONI ORDINARIE BPM 2013/2013 ) 4 SEPTEMBER 2009 CHARACTERISTICS OF FINANCIAL INSTRUMENTS 4 SEPTEMBER 2009 PUBLIC OFFERING OF BONDS OF THE CONVERTENDO BPM 2009/ % BOND LOAN WITH THE RELATED "WARRANT AZIONI ORDINARIE BPM 2009/2013" 25

26 Documentation relating to the offer under option of the Bond Loan with automatic conversion ( Convertendo BPM 2009/ % ) with related warrants ( Warrant azioni ordinarie BPM 2009/2013 ) Available on BPM's website at: and (for notices published in newspapers) 9 JULY 2009 ANNOUNCEMENT OF THE RESULTS OF THE OFFER UNDER OPTION TO THE SHAREHOLDERS OF BANCA POPOLARE DI MILANO AND TO THE HOLDERS OF "BANCA POPOLARE DI MILANO/CIC CONVERTIBILE BONDS OF UP TO 6,955,352 BONDS OF THE CONVERTENDO BPM 2009/ % LOAN WITH RELATED WARRANT AZIONI ORDINARIE BPM 2009/2013 AND NOTICE OF OFFERING TO THE MARKET OF OPTIONS NOT TAKEN UP 13 JUNE 2009 OFFER UNDER OPTION OF UP TO 6,955,352 BONDS OF THE CONVERTENDO BPM 2009/ % LOAN ANNOUNCEMENT OF PUBLICATION OF THE LISTING PROSPECTUS 12 JUNE LISTING PROSPECTUS FOR THE OFFER UNDER OTPION TO THE SHAREHOLDERS AND TO THE HOLDERS OF BANCA POPOLARE DI MILANO/CIC CONVERTIBILE BONDS OF UP TO 6,955,352 BONDS OF THE CONVERTENDO BPM / % LOAN WITH RELATED WARRANT AZIONI ORDINARIE BPM 2009/2013 AND ADMISSION TO LISTING ON THE MTA, THE SCREEN-BASED EQUITIES MARKET ORGANISED AND RUN BY BORSA ITALIANA S.P.A. OF UP TO 6,955,352 "WARRANT AZIONI ORDINARIE BPM 2009/ REGULATIONS OF THE CONVERTENDO BPM 2009/ % BOND LOAN - REGULATIONS OF THE WARRANT AZIONI ORDINARIE BPM 2009/2013 WARRANTS - REQUEST FORM TO EXERCISE CONVERTENDO RIGHTS - REQUEST FORM TO EXERCISE WARRANT RIGHTS 26

27 6.4 COVERED BONDS Documents available on BPM's website at: MONTHLY TEST PERFORMANCE REPORTS APRIL MARCH

28 6.5 VOLUNTARY TENDER OFFER FOR INNOVATIVE CAPITAL INSTRUMENTS ISSUED BY THE BPM GROUP Documentation relating to the Public Tender Offer for existing innovative capital instruments Available on BPM's website at: 29 DECEMBER 2009 NOTICE OF THE OUTCOME OF THE OFFER AND FULFILMENT OF THE MAC CONDITION 4 DECEMBER 2009 ANNOUNCEMENT OF PUBLICATION OF THE OFFER DOCUMENT FROM 3 DECEMBER OFFER DOCUMENTATION - ACCEPTANCE FORM - TENDER OFFER MEMORANDUM - INFORMATION ON PRICING - CHARACTERISTICS AND RISK/RETURN PROFILE OF THE OFFER FOR THE TRUST PREFERRED SECURITIES - DEFINITIVE FIGURES - CHARACTERISTICS AND RISK/RETURN PROFILE OF THE OFFER FOR THE PERPETUAL SUBORDINATED NOTES - DEFINITIVE FIGURES - BPM FINANCIAL STATEMENTS AT 31/12/ BPM FINANCIAL STATEMENTS AT 31/12/ INTERIM REPORT ON OPERATIONS OF THE BPM GROUP AT 30/09/ BPM'S ARTICLES OF ASSOCIATION - OFFERING CIRCULAR RELATING TO THE TRUST PREFERRED SECURITIES - PROSPECTUS FOR THE PERPETUAL SUBORDINATED NOTES 28

29 Public announcements: 28 DECEMBER 2009 PRESS RELEASE ON THE FULFILMENT OF THE MAC CONDITION AND THE SETTLEMENT DATE 17 DECEMBER 2009 PUBLIC TENDER OFFER: VOLUNTARY TENDER OFFER: RESULTS AT THE END OF THE OFFER PERIOD 16 DECEMBER 2009 VOLUNTARY TENDER OFFER - PROVISIONAL TAKE-UP FIGURES AT 15 DECEMBER 14 DECEMBER 2009 VOLUNTARY TENDER OFFER - PROVISIONAL TAKE-UP FIGURES AT 7 DECEMBER 10 DECEMBER 2009 FINAL PURCHASE PRICES FOR THE NOTES TO WHICH THE OFFER RELATES 3 DECEMBER 2009 TENDER OFFER FOR INNOVATIVE CAPITAL INSTRUMENTS ISSUED BY BPM GROUP COMPANIES TENDER OFFER FOR THE PURCHASE OF INNOVATIVE HYBRID CAPITAL INSTRUMENTS ISSUED BY THE BPM GROUP - CONSOB HAS AUTHORISED PUBLICATION OF THE ITALIAN OFFER DOCUMENT 10 NOVEMBER 2009 BPM LAUNCHES TENDER OFFER FOR INNOVATIVE CAPITAL INSTRUMENTS ISSUED BY BPM GROUP COMPANIES 29

30 7. CALENDAR OF CORPORATE EVENTS Available on BPM's website at: 22 DECEMBER 2009 CALENDAR OF CORPORATE EVENTS