Banca Popolare di Sondrio S p A : Exchange offer / Tender offer Tender Offer Results Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Results announcement of Banca Popolare di Sondrio S.p.A. tender offer

Sondrio, 12 March 2024 - Banca Popolare di Sondrio S.p.A. (the Offeror) announces the results of the invitation to holders of its €200,000,000 Fixed Rate Reset Subordinated Notes due 30 July 2029 (ISIN: XS2034847637) (the Notes) issued by the Offeror, to tender any and all of their Notes for purchase by the Offeror for cash (the Offer).

The Offer was launched on 4 March 2024 and was made on the terms and subject to the conditions set out in the tender offer memorandum dated 4 March 2024, including satisfaction (or waiver) of the New Financing Condition (the Tender Offer Memorandum). Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum, which is available, subject to eligibility and registration on the offer website (the Offer Website): https://projects.morrowsodali.com/popso.

The Offeror hereby announces it will accept for purchase all validly tendered Notes and that the Acceptance Amount is equal to €108,719,000. A summary of the results is set out below:

Amount

of

Principal

First Reset

Rate of

Notes

ISIN/

Outstanding

Date /

Interest

Subject

Amount of

Optional

until First

to the

Purchase

Acceptance

Common

the Notes

Redemption

Reset Date

Offer

Price

Amount

Notes

Code

Date

€200,000,000 XS203484 €200,000,000

30 July 2024

6.25%

Any and

101.000%

€108,719,000

Fixed Rate

7637/2034

all

Reset

84763

Subordinated

Notes due 30

July 2029

The Expiration Deadline for the Offer was at 5.00 p.m. (CET) on 11 March 2024 and the Settlement Date for the Offer is expected to be 13 March 2024.

The Offeror's €300,000,000 Fixed Rate Reset Subordinated Notes due March 2034 (the New Notes) are expected to be issued on 13 March 2024.

On the Settlement Date the Offeror will pay the Purchase Price Consideration and the Accrued Interest Payment to Noteholders who have validly tendered their Notes for purchase pursuant to the Offer. The aggregate nominal amount of Notes that will remain outstanding after the Settlement Date will be equal to €91,281,000.

BofA Securities Europe SA, Intesa Sanpaolo S.p.A. and UBS Europe SE are acting as Dealer Managers of the Offer.

Morrow Sodali Ltd is acting as Information and Tender Agent of the Offer.

INFORMATION AND TENDER AGENT

Morrow Sodali Ltd

In London:	In Rome:
103 Wigmore Street	XXIV Maggio 43
London W1U 1QS	00187 Rome
United Kingdom	Italy
Telephone: [phone]	Telephone: [phone]

Email:[e-mail]

Offer Website:https://projects.morrowsodali.com/popso

DEALER MANAGERS
BofA Securities Europe SA	Intesa Sanpaolo S.p.A.
51, rue La Boétie	Divisione IMI Corporate & Investment Banking
75008 Paris	Via Manzoni 4
France	20121 Milan
	Italy
Telephone: [phone]	Telephone: [phone]
Attention: Liability Management Group	Attention: Liability Management Group
Email: [e-mail]	Email: IMI-
	[e-mail]

UBS Europe SE

Bockenheimer Landstraße 2-4

60306 Frankfurt am Main

Germany

Attention: Liability Management Group

Email: [e-mail]

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.