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

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1 ANNUAL INFORMATION DOCUMENT pursuant to art. 54 of Consob resolution of 14 May 1999 and subsequent amendments Document filed through the Network Information System (NIS) on 20 May 2011

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 30 April 2011 (date of approval of the 2010 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 octies, para. 7, IR) 30 APRIL 2011 NOTICE OF APPROVAL OF THE FINANCIAL STATEMENTS AND PAYMENT OF 2010 DIVIDEND 30 APRIL 2011 ORDINARY AND EXTRAORDINARY GENERAL MEETING OF BANCA POPOLARE DI MILANO OF 30 APRIL APPROVAL OF THE 2010 FINANCIAL STATEMENTS 29 APRIL 2011 INFORMATION IN ACCORDANCE WITH ART. 144 BIS, PARA. 5 CONSOB REG /99 19 APRIL 2011 PRESS RELEASE REVIEW OF THE BANK OF ITALY'S RECOMMENDATIONS BASED ON ITS INSPECTION AND CONSEQUENT RESOLUTIONS OF BPM'S BOARD OF DIRECTORS 19 APRIL 2011 BPM AND COVÉA HAVE SIGNED AGREEMENTS TO CREATE A STRATEGIC PARTNERSHIP IN BANCASSURANCE 19 APRIL 2011 CANDIDATES FOR THE POSITION OF DIRECTORS AND OFFICERS 14 APRIL 2011 DOCUMENTATION FOR THE GENERAL MEETING FILED AT THE BANK'S HEAD OFFICE 13 APRIL 2011 BPM: BANK OF ITALY INSPECTION REPORT DELIVERED TO THE BOARD 8 APRIL 2011 MODEL FOR THE CHANGE IN SHARE CAPITAL 6 APRIL 2011 BPM: NO INCREASE IN CAPITAL IS BEING CONTEMPLATED 5 APRIL

4 FRANCESCO BIANCHI LEAVES THE BOARD 30 MARCH 2011 NOTICE OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING (available in the section entitled "Ordinary and Extraordinary General meeting April 2011" at and on the website of Borsa Italiana SpA) 29 MARCH 2011 APPROVAL BY THE BOARD OF DIRECTORS OF THE FINANCIAL STATEMENTS OF BANCA POPOLARE DI MILANO AND OF THE BPM GROUP AT 31 DECEMBER 2010 AND CALLING OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE MEMBERS 24 MARCH 2011 BPM DENIES PRESUMED INCREASE IN CAPITAL 18 MARCH 2011 COMMENTS ON THE SALE OF BIPIEMME VITA 18 MARCH 2011 THE BOARD OF DIRECTORS OF BANCA AKROS HAS APPROVED THE 2010 DRAFT FINANCIAL STATEMENTS 18 MARCH 2011 BANCA POPOLARE DI MANTOVA S.P.A.: DRAFT FINANCIAL STATEMENTS AT 31 DECEMBER 2010 APPROVED 9 MARCH 2011 ANNOUNCEMENT OF A CHANGE IN SHARE CAPITAL 9 FEBRUARY 2011 ANNOUNCEMENT OF A CHANGE IN SHARE CAPITAL 26 JANUARY 2011 COMMUNICATION PURSUANT TO ART. 152-OCTIES, PARA. 7, IR 5 JANUARY 2011 ANNOUNCEMENT OF A CHANGE IN SHARE CAPITAL 30 DECEMBER 2010 DETAILS OF THE ALLIANCE BETWEEN PRIMA SGR AND ANIMA SGR HAVE NOW BEEN APPROVED 27 DECEMBER 2010 COMMUNICATION PURSUANT TO ART. 152-OCTIES, PARA. 7, IR 21 DECEMBER 2010 PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 4

5 21 DECEMBER 2010 CALENDAR OF CORPORATE EVENTS DECEMBER 2010 BPM: OUT-OF-COURT SETTLEMENT OF MATTERS IN DISPUTE WITH THE TAX AUTHORITIES 14 DECEMBER 2010 WETRADE SIM SPA MERGED WITH WEBANK SPA 6 DECEMBER 2010 COMMUNICATION PURSUANT TO ART. 152-OCTIES, PARA. 7, IR 3 DECEMBER 2010 COMMUNICATION PURSUANT TO ART. 152-OCTIES, PARA. 7, IR 3 DECEMBER 2010 ANNOUNCEMENT OF A CHANGE IN SHARE CAPITAL 30 NOVEMBER 2010 VERIFICATION OF DIRECTORS' REQUISITES AND APPROVAL OF THE REGULATION ON RELATED PARTY TRANSACTIONS 30 NOVEMBER 2010 REVIEW OF OUTCOME OF TAX AUDITS AND CONSEQUENT RESOLUTIONS 12 NOVEMBER 2010 INTERIM REPORT ON OPERATIONS AT 30 SEPTEMBER NOVEMBER 2010 BOARD OF DIRECTORS APPROVES THE RESULTS OF THE BPM GROUP FOR THE FIRST NINE MONTHS OF NOVEMBER 2010 ANNOUNCEMENT OF A CHANGE IN SHARE CAPITAL 29 OCTOBER 2010 BPM, BMPS, CLESSIDRA: AGREEMENT CONFIRMED FOR THE BIRTH OF ITALY'S LARGEST INDEPENDENT ASSET MANAGEMENT COMPANY 13 OCTOBER 2010 BPM: FONDAZIONE MONTE PARMA REFUSES PROPOSAL 7 OCTOBER 2010 ANNOUNCEMENT OF A CHANGE IN SHARE CAPITAL 8 SEPTEMBER 2010 ANNOUNCEMENT OF A CHANGE IN SHARE CAPITAL 5

6 27 AUGUST 2010 HALF-YEARLY REPORT AT 30 JUNE AUGUST 2010 BPM GROUP: BOARD APPROVES THE FIRST HALF 2010 RESULTS 24 AUGUST 2010 BANCA POPOLARE DI MANTOVA SPA: BOARD OF DIRECTORS APPROVES THE FIRST HALF 2010 RESULTS 5 AUGUST 2010 ANNOUNCEMENT OF A CHANGE IN SHARE CAPITAL 29 JULY 2010 BPM AND POPSONDRIO COMPLETE THE ACQUISITION OF FACTORIT SPA 28 JULY 2010 BANCA AKROS SPA: BOARD OF DIRECTORS APPROVES THE FIRST HALF 2010 RESULTS 20 JULY 2010 NOTIFICATION FROM THE TAX AUTHORITIES 20 JULY 2010 BMPS, BPM AND CLESSIDRA: A NEW ALLIANCE IN ASSET MANAGEMENT 8 JULY 2010 ANNOUNCEMENT OF A CHANGE IN SHARE CAPITAL 2 JULY 2010 BPM: NO NEED TO STRENGTHEN CAPITAL 30 JUNE 2010 COMMUNICATION PURSUANT TO ART. 152-OCTIES, PARA. 7, IR 30 JUNE 2010 COMMUNICATION PURSUANT TO ART. 152-OCTIES, PARA. 7, IR 29 JUNE 2010 COMPOSITION OF BOARD COMMITTEES AND RESIGNATION OF DIRECTOR BENIAMINO ANSELMI 17 JUNE 2010 ACQUISITION OF 51% OF BIPIEMME VITA JOINT PRESS RELEASE WITH FONDIARIA - SAI 8 JUNE

7 BPM: DIRECTOR CO-OPTED 25 MAY 2010 BPM: ASSESSMENT OF THE EXECUTIVE STATUS AND INDEPENDENCE OF DIRECTORS 25 MAY 2010 ROBERTO MAZZOTTA LEAVES THE BOARD OF BPM 25 MAY 2010 "SUBORDINATED CALLABLE STEP UP FLOATING RATE NOTES DUE 2015" BOND LOAN 20 MAY 2010 FITCH RATINGS REVISES ITS RATINGS ON BANCA POPOLARE DI MILANO 14 MAY 2010 BPM: INTERIM REPORT ON OPERATIONS AT 31 MARCH MAY 2010 THE BOARD OF DIRECTORS APPROVES THE RESULTS OF THE FIRST QUARTER OF 2010 OF THE BPM GROUP 6 MAY 2010 BPM: MINUTES OF AGM FILED 27 APRIL 2010 ANIMA SGR COMPLETES ACQUISITION OF ETRURIA FUND MANAGEMENT CO. FROM BANCA ETRURIA 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 7

8 2. PRESENTATIONS TO THE FINANCIAL COMMUNITY Available on BPM's website at: and (for the English versions) 30 MARCH 2011 BPM GROUP - FY 2010 RESULTS 10 NOVEMBER 2010 BPM GROUP - Q RESULTS 15 OCTOBER 2010 BPM COVERED BOND PRESENTATION 27 AUGUST 2010 BPM GROUP - H RESULTS 10 JUNE 2010 GOLDMAN SACHS 14TH EUROPEAN FINANCIAL CONFERENCE MADRID 12 MAY 2010 BPM GROUP - Q GROUP RESULTS 8

9 3. ANNUAL AND INTERIM FINANCIAL STATEMENTS Available on BPM's website at: rea=investor (for the documents) (for filing notices) 30 APRIL 2011 NOTICE OF APPROVAL OF THE FINANCIAL STATEMENTS AND PAYMENT OF 2010 DIVIDEND 30 APRIL SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER 2010 (approved by the General Meeting of 30 April 2011) - CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP AT 31 DECEMBER APRIL DRAFT OF SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER 2010 (subsequently approved by the General Meeting of 30 April 2011) - CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP AT 31 DECEMBER NOVEMBER 2010 NOTICE OF FILING OF INTERIM REPORT ON OPERATIONS AT 30 SEPTEMBER NOVEMBER 2010 QUARTERLY REPORT OF THE BPM GROUP AT 30 SEPTEMBER AUGUST 2010 NOTICE OF FILING OF THE HALF-YEARLY REPORT AT 30 JUNE AUGUST 2010 HALF-YEARLY REPORT OF THE BPM GROUP AT 30 JUNE MAY 2010 NOTICE OF FILING OF THE INTERIM REPORT ON OPERATIONS OF THE BPM GROUP AT 31 MARCH MAY 2010 QUARTERLY REPORT OF THE BPM GROUP AT 31 MARCH APRIL 2010 NOTICE OF APPROVAL OF THE FINANCIAL STATEMENTS AND PAYMENT OF 2009 DIVIDEND 9

10 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

11 4. CORPORATE DOCUMENTS 4.1 DOCUMENTS OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF 29/30 APRIL 2011 Available on BPM's website at: (for filing notices) 30 APRIL 2011 NOTICE OF APPROVAL OF THE FINANCIAL STATEMENTS AND PAYMENT OF 2010 DIVIDEND 30 APRIL SEPARATE FINANCIAL STATEMENTS OF BPM AT 31 DECEMBER 2010 (approved by the General Meeting of 30 April 2011) - CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP AT 31 DECEMBER APRIL 2011 APPOINTMENT OF TWO DIRECTORS AND AN ALTERNATE AUDITOR (POINTS 3 AND 4 ON THE AGENDA OF THE ORDINARY GENERAL MEETING): PRESENTATION OF CANDIDATURES AND CURRICULA VITAE OF THE CANDIDATES 18 APRIL 2011 LETTER TO THE MEMBERS 14 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 (APPOINTMENT OF TWO DIRECTORS) - REPORT OF THE BOARD OF DIRECTORS ON ITEM 4 ON THE AGENDA OF THE ORDINARY GENERAL MEETING (APPOINTMENT OF AN ALTERNATE AUDITOR) - REPORT OF THE BOARD OF DIRECTORS ON ITEM 5 ON THE AGENDA OF THE ORDINARY GENERAL MEETING (AMENDMENT OF THE REGULATIONS FOR GENERAL MEETINGS) - REPORT OF THE BOARD OF STATUTORY AUDITORS ON ITEM 5 ON THE AGENDA OF THE ORDINARY GENERAL MEETING (AMENDMENT OF THE REGULATIONS FOR GENERAL MEETINGS) - REPORT OF THE BOARD OF DIRECTORS ON ITEM 1 ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING (AMENDMENT OF THE 11

12 ARTICLES OF ASSOCIATION) - REPORT OF THE BOARD OF STATUTORY AUDITORS ON ITEM 1 ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING (AMENDMENT OF THE ARTICLES OF ASSOCIATION) 14 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 INDEPENDENT AUDITORS' REPORT ON THE DRAFT 2010 FINANCIAL STATEMENTS OF BPM - INDEPENDENT AUDITORS' REPORT ON THE 2010 CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP 14 APRIL REPORT OF THE BOARD OF STATUTORY AUDITORS ON THE DRAFT 2010 FINANCIAL STATEMENTS OF BPM - REPORT OF THE BOARD OF STATUTORY AUDITORS ON THE 2010 CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP 14 APRIL DRAFT 2010 SEPARATE FINANCIAL STATEMENTS OF BPM (subsequently approved by the General Meeting of 30 April 2011) CONSOLIDATED FINANCIAL STATEMENTS OF THE BPM GROUP 30 MARCH 2011 REQUEST FORMS FOR PARTICIPATION AT GENERAL MEETING 30 MARCH 2011 PROXY FORM FOR ATTENDING AND VOTING AT THE GENERAL MEETING 30 MARCH 2011 NOTICE OF ORDINARY AND EXTRAORDINARY GENERAL MEETING 29/30 APRIL

13 4.2 OTHER COMPANY DOCUMENTS Available on BPM's website at: (for Pillar 3) (for document ex art. 54 IR) (for the minutes) 29 APRIL 2011 PILLAR 3: INFORMATION FOR THE GENERAL PUBLIC ON THE BPM GROUP SITUATION AT 31 DECEMBER MAY 2010 ANNUAL INFORMATION DOCUMENT PURSUANT TO ART. 54 OF CONSOB RESOLUTION 11971/99 6 MAY 2010 MINUTES OF THE ORDINARY GENERAL MEETING OF 24 APRIL 2010 REGARDING APPROVAL OF THE 2009 FINANCIAL STATEMENTS 13

14 5. GOVERNANCE 5.1 REPORT ON CORPORATE GOVERNANCE Available on BPM's website at: 14 APRIL 2011 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

15 5.2 ARTICLES OF ASSOCIATION AND REGULATIONS FOR GENERAL MEETINGS Available on BPM's website at: ARTICLES OF ASSOCIATION OF BANCA POPOLARE DI MILANO UPDATED TO 30 JULY 2009 *** REGULATIONS FOR GENERAL MEETINGS OF BANCA POPOLARE DI MILANO UPDATED TO 13 DECEMBER

16 5.3 INTERNAL DEALING Press releases available on BPM's website at: 26 JANUARY 2011 OPERATION ANNOUNCEMENT 27 DECEMBER 2010 OPERATION ANNOUNCEMENT 6 DECEMBER 2010 OPERATION ANNOUNCEMENT 3 DECEMBER 2010 OPERATION ANNOUNCEMENT 30 JUNE 2010 OPERATION ANNOUNCEMENT 30 JUNE 2010 OPERATION ANNOUNCEMENT 21 APRIL 2010 OPERATION ANNOUNCEMENT 16

17 5.4 CORPORATE SOCIAL RESPONSIBILITY Available on BPM's website at: 10 SEPTEMBER 2010 SOCIAL RESPONSIBILITY REPORT OF THE BPM GROUP

18 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 30 APRIL 2011 EMTN QUOTATION ISIN CODE NO. NOMINAL VALUE ISSUE/MATURITY EMTN PROGRAMME XS ,250,000, / EMTN PROGRAMME XS ,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, / BPM BONDS REDEEMED DURING THE PERIOD 24/04/ /04/2011 EMTN QUOTATION ISIN CODE NOMINAL VALUE ISSUE/MATURITY EMTN PROGRAMME XS ,000,000, / EMTN PROGRAMME XS ,000, /

19 6.2 OTHER ISSUES OUTSTANDING AT 30 APRIL 2011 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, / Covered Bonds - Third Issue IT ,100,000, / Convertendo BPM 6.75% cum warrant IT ,023,000* / 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) 19

20 6.3 COVERED BONDS Documents available on BPM's website at: MONTHLY TEST PERFORMANCE REPORTS APRIL MARCH

21 7. CALENDAR OF CORPORATE EVENTS Available on BPM's website at: 21 DECEMBER 2010 CALENDAR OF CORPORATE EVENTS