FY 2019 Group Results Presentation

6 February 2020

DISCLAIMER

This presentation has been prepared by Banco BPM ("Banco BPM"); for the purposes of this notice, "presentation" means this document, any oral presentation, any question and answer session and any written or oral material discussed following the distribution of this document.

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The information contained in this presentation is for background purposes only and is subject to amendment, revision and updating without notice. Certain statements in this presentation are forward-looking statements about Banco BPM. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects", "anticipates", "believes", "intends", "estimates" and similar expressions. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.

Banco BPM does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation. All subsequent written and oral forward-looking statements attributable to Banco BPM or persons acting on its behalf are expressly qualified in their entirety by this disclaimer.

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By participating to the presentation of the Group results and accepting a copy of this presentation, you agree to be bound by the foregoing limitations regarding the information disclosed in this presentation.

***

This presentation includes both accounting data (based on financial accounts) and internal management data (which are also based on estimates).

Mr. Gianpietro Val, as the manager responsible for preparing the Bank's accounts, hereby states pursuant to Article 154-bis, paragraph 2 of the Financial Consolidated Act that the accounting data contained in this presentation correspond to the documentary evidence, corporate books and accounting records.

FY 2019 Group Results Presentation 2

METHODOLOGICAL NOTES

  • The new accounting standard IFRS 16 on Leasing contracts became effective beginning on 1 January 2019 and, therefore, the P&L and balance sheet results as at 31 December 2019 have been prepared in compliance with the new accounting standard. Banco BPM has chosen to carry out thefirst-time adoption (FTA) through the modified retrospective approach, which provides the option, established by IFRS 16, of recognizing the cumulative effect of the adoption of the standard at the date of first-time adoption and not restating the comparative information of the financial statements of first-time adoption of IFRS 16. As a result, the figures for 2019 will not be comparable with regard to the valuation of the rights of use, lease payable and related economic effects. For more information and the related impacts, please refer to the Methodological Notes included in the News Release regarding the Consolidated results of Banco BPM as at 30/06/2019 and to the disclosure provided in the Consolidated Interim Report as at 30 June 2019.
  • Starting from 30/06/2018, ordinary and extraordinary systemic charges related to SRF and DGS have been reclassified from Other Operating Expenses to a dedicated item "Systemic charges after tax". Q1 2018 P&L schemes have been reclassified accordingly.
  • Starting from 30/06/2019, upfront fees related to the placement of Certificates have been reclassified from the Net Financial Result to Net Fees & Commissions. The previous quarters (2018 and Q1 2019) have been reclassified accordingly.
  • Due to the change of the valuation criteria applied to the Group's properties and artworks, starting from 31/12/2019, a new item called «Profit & Loss on Fair Value measurement of tangible assets» has been introduced in the reclassified P&L scheme as at 31/12/2019. In this item, also the depreciations of properties previously accounted in the item "Amortisation & Depreciation" within the "Operating Costs" have been reclassified, restating accordingly all the previous quarters of 2019 for coherence. Furthermore, considering that the new accounting principle does not foresee for the amortisation of investment properties, the amortisation on such assets in the first three quarters of 2019 has been cancelled; as a consequence, the Item "Amortization and Depreciation" as well as the net result of the first three quarters of 2019 have beenre-determined. The P&L of 2018 has not been restated accordingly and, therefore, the items "Amortisation & Depreciation" and "Operating Costs" are not fully comparable on an annual basis.
  • It is also reminded that, on 16 April 2019, Banco BPM accepted the binding offer submitted by Illimity Bank S.p.A. and regarding the sale of a portfolio of Leasing Bad Loans. More in detail, the disposal concerns a portfolio for a nominal value of about €650 million at thecut-off date of 30th June 2018, mainly composed of receivables deriving from the active and passive legal relationships related to leasing contracts classified as bad loans, together with the related agreements, legal relationships, immovable or movable assets and the underlying contracts. The closure of the operation is subject to precedent conditions that are customary for transactions of this kind, including the notarial certification for the transferability of the assets, and shall be executed in various phases, with the conclusion expected by mid-2020. Starting from Q2 2019, the loans subject to this transaction (€607m GBV and €156m NBV as at 30/06/2019) have been reclassified as discontinued operations according to the IFRS5 standard. As at 31/12/2019, the residual amount of these loans stood at €313m GBV and at €94m NBV.
  • On 28 June 2019, Banco BPM sold the Profamily captive business to Agos (the company subject to the disposal was renamed ProAgos S.p.A.). Thenon-captive business was demerged prior to this transaction through a spin-off operation in favour of a new company which keeps the name of ProFamily S.p.A. and which is 100% held by Banco BPM. The assets and liabilities (mainly composed of customer loans for a NBV of €1.4bn) related to this non-captive business in Q2 and Q3 were classified as discontinued operations according to IFRS5 standard and, then, in Q4 2019 they have been re-classifiedline-by-line under the relevant Balance Sheet items. In this presentation, in order to allow a proper comparison, the data of Customer Loans as at 30/09/2019 have been restated re-including Profamily non-captive volumes. It is also noted that, with reference to P&L, the contribution has always been represented line-by-line, under the relevant P&L items.
  • Pursuant to art. 26, paragraph 2 of EU Regulation no. 575/2013 of 26 June 2013 (CRR), the inclusion ofyear-end profits in Common Equity Tier 1 Capital (CET1) before the annual report is approved by Shareholders at the AGM is subject to the prior permission of the competent authority (the ECB), which to grant permission requires that profits are verified by an independent auditing firm; otherwise, profits can be included once the annual report has been approved by Shareholders at the AGM. As to the data and capital ratios illustrated in this presentation, in addition to the net income as at 30 June 2019, which was included following the permission granted on the back of the limited audit of the condensed consolidated half-yearly report as at 30 June 2019, also the 2H 2019 net income portion has been included, as reported in the
    Group's draft consolidated financial statements at 31 December 2019, which has been approved today by the Board of Directors, net of the amount that the Board of Directors has decided to allocate for dividend distribution and donations to be submitted to the Shareholders for approval at the AGM; this profit will be formally included in the capital as soon as the Shareholders at the AGM will approve the annual report.

FY 2019 Group Results Presentation 3

Agenda

1. Key FY 2019 Performance Highlights

4

2. Performance Details:

29

-

Profitability

30

-

Balance Sheet

37

-

Funding and Liquidity

38

- Customer Loans and Focus on Credit Quality

43

-

Capital Position

46

FY 2019 Group Results Presentation 4

FY 2019: SUCCESSFUL FINAL YEAR OF THE MERGER PLAN

Turnaround completed and back to dividend

SUCCESFULL ACHIEVEMENTS…..

Strategic Plan

2019

Achieved as at

Starting Point1

YE Target

YE 2019

CAPITAL POSITION

- CET 1 RATIO FL

12.3%

12.9%

12.8%

Post

- TEXAS RATIO

162%

114%

52%

dividend

- GROSS NPE

€31.5BN2

€23.2BN3

€10.1BN

DERISKING

- GROSS NPE RATIO

24.8%2

17.5%3

9.1%

- NET NPE RATIO

15.7%

11.1%

5.2%

RATIONALIZATION

- BRANCHES (#)

2,417

2,082

1,727

- HEADCOUNT (#)

25,073

22,560

21,9414

COST EFFICIENCY

- TOTAL OPERATING COST

3,086M5

€2,858M5

€2,604M

- COST REDUCTION SINCE YE15

-€228M

-€482M

(%)

Euribor 3M

+0.1

…IN A CHALLENGING

0.1

2017

2018

2019

ENVIRONMENT(2017-2019)

-0.1

Yearly average embedded

-0.3

-0.3

-0.3

in the Strategic Plan

-0.38

-0.32

-0.5

(%)

GDP

bps

2

1.7

330

1.2

280

1.0

230

1

1.1

0.8

180

0.2

130

0

80

2017

2018

2019

BTP/BUND Spread

155

160

81

2017

2018

2019

  • PROFITABILITY ABOVE RECENT GUIDANCE
  • BACK TO DIVIDEND: PROPOSED DPS OF €0.08 (DIVIDEND YIELD OF 4.1%6)
  • NEW STRATEGIC PLAN: 3 MARCH 2020

Notes: 1.Strategic Plan starting point YE 2015 2.Nominal values. 3.Corresponding to Nominal targets (incl. write-offs) of €23.9bn and of 17.9%, respectively 4. The figure includes 251 exits related to non-recurring corporate transactions. 5.Proforma operating cost target, updated to take account of the perimeter change. The data indicated for 2015 as well as for the 2019 target and for the effective 2019 data are affected by different accounting effects. 6.Calculated over the share price closure of €1.96 as at 05/02/2020).

1. Key FY 2019 Performance Highlights 5

SOLID 2019 PERFORMANCE: KEY HIGHLIGHTS (1/2)

Strong profitability and capital position

FY 2019

Net Income

€797m€649m

PROFITABILITY

AND CAPITAL GENERATION

  • Paving the way for the new Strategic Plan
  • All profitability definitions provide strong evidence of the ability to deliver excellent results

StatedAdj.

FY 2019

Comprehensive Profitability

€1,324m €926m

StatedAdj.

CAPITAL POSITION

AND BUFFERS

  • Atstrongest-ever level: well positioned to face potential future headwinds

CET 1

MDA Buffers1

14.6% Phased

+440bps Phased

12.8% FL

+229bps FL

Note: 1.Do not include the €400m AT1 instrument issued in January 2020, corresponding to 61bps.

1. Key FY 2019 Performance Highlights

6

SOLID 2019 PERFORMANCE: KEY HIGHLIGHTS (2/2)

Successful balance sheet strategy

RISK PROFILE

RESERVES & UNREALISED

GAINS

  • Gross NPE:-1.7bn y/y
  • Net NPE:-1.2bn y/y
  • Texas ratio1: 52.3% (74.9% YE 18)
  • Effective management of debt securities, maintaining a robust buffer of reserves and unrealised gains, which registered a further increase at the beginning of 20202

Gross NPE

Net NPE

ratio

ratio

9.1%

5.2%

RESERVES

UNREALISED

(FVOCI)

GAINS (AC)3

€71m

€520m

CUSTOMER VOLUMES

LIQUIDITY & FUNDING

  • Solid 'core' commercial volumes
  • Growing 'core' funding base: opportunity to boost wealth management business
  • Strong position confirmed
  • Unencumbered eligible securities at ~€20bn

Core Perf.

C/A &

AUM

Loans

Deposits

+2.9%

+8.2%

+4.7%

y/y

y/y

y/y

LCR

NSFR

>165%

>100%

Notes: 1.Net NPE on Tangible Shareholders' Equity. 2.See Slide 17 for details. 3.Unrealised Gains on Debt Securities at AC are not included in the

'Comprehensive Profitability', nor in the Capital position.

1. Key FY 2019 Performance Highlights

7

FY 2019 GROUP COMPREHENSIVE PROFITABILITY

PROFIT & LOSS (€ m)

FY 2019 Stated

FY 2019 Adjusted

P&L One-off elements1

TOTAL INCOME

4,293

4,288

5

OPERATING COSTS

-2,604

-2,600

-4

PROFIT FROM OPERATIONS

1,689

1,689

0

LLPs

-779

-779

0

OTHER PRE-TAX ELEMENTS

109

12

97

PRE-TAX PROFIT

1,020

922

97

NET INCOME

797

649

148

FY 2019 results: from P&L Net Income to Comprehensive Profitability

€ m

527

1,324

797

P&L Net Income

(Stated)

Includes Property and Artworks revaluation impact of -€131m pre- tax (-€95mpost-tax)

Net Income directly to Equity (Stated)

Comprehensive

Profitability

(Stated)

COMPOSITION OF NET INCOME

Pre-tax

Post-tax

DIRECTLY TO EQUITY

Excludes unrealized gains

Property and Artworks revaluation2

+367

+250

on AC portfolio (+€699m

Evolution of the Debt FVOCI reserves

+267

+179

y/y pre-tax, +€468m y/y

Evolution of the Equity FVOCI reserves

+151

+120

post-tax)

- o/w: Sorgenia

+73

+49

Other

-33

-22

TOTAL

+752

+527

Notes: 1.For details on non-recurring elements, see slide 33. 2.Element not included in the Adjusted Comprehensive Profitability.

1. Key FY 2019 Performance Highlights 8

2019 QUARTERLY P&L RESULTS: STATED AND ADJUSTED

P&L STATED

P&L ADJUSTED1

€ m

Q1 2019

Q2 2019

Q3 2019

Q4 2019

Chg.

Q1 2019

Q2 2019

Q3 2019

Q4 2019

Chg.

q/q

q/q

Restated

Restated

NII

505.2

514.8

500.0

477.9

-4.4%

505.2

514.8

500.0

473.2

-5.4%

FEES & COMMISSIONS

434.5

453.7

444.1

462.2

4.1%

434.5

453.7

444.1

462.2

4.1%

NET FINANCIAL RESULT

72.3

10.7

41.7

207.4

397.7%

72.3

10.7

41.7

207.4

397.7%

TOTAL INCOME

1,063.4

1,020.1

1,021.7

1,187.7

16.2%

1,063.4

1,020.1

1,021.7

1,183.0

15.8%

OPERATING COSTS

-656.2

-648.9

-642.8

-656.1

2.1%

-656.2

-648.2

-640.9

-654.3

2.1%

PROFIT FROM OPERATIONS

407.2

371.3

378.9

531.6

40.3%

407.2

371.9

380.9

528.7

38.8%

LLPs

-152.0

-197.7

-208.4

-220.5

5.8%

-152.0

-197.7

-208.4

-220.5

5.8%

FV VALUATION OF TANGIBLE ASSETS

-7.5

-19.3

-0.7

-131.0

n.m.

0.0

0.0

0.0

0.0

n.m.

PROVISIONS FOR RISKS & CHARGES

4.4

-10.1

-2.7

-62.6

n.m.

4.4

5.2

-1.7

-1.5

n.m.

P&L FROM DISPOSALS

0.2

336.6

0.0

-3.6

n.m.

0.0

0.0

0.0

0.0

n.m.

PRE-TAX PROFIT

248.4

484.8

171.1

115.4

-32.6%

255.7

183.5

174.9

308.3

76.2%

TAX

-52.6

-25.2

-43.2

-24.4

-43.6%

-54.4

-46.2

-44.1

-57.8

30.9%

SYSTEMIC CHARGES2

-41.6

-15.2

-31.5

-4.5

-85.7%

-41.6

0.0

-31.5

-4.5

-85.7%

NET INCOME

155.4

447.6

98.2

95.8

-2.5%

160.3

140.5

101.1

246.6

143.8%

€797m

€649m

Restated: Q1, Q2 and Q3 2019 Operating Costs (specifically D&A item) are restated for the application in Q4 of the new valuation model on properties and artworks. Refer to methodological notes for details.

Notes: 1.For details on non-recurring elements excluded from the stated Net Income see slide 33. 2.Net of taxes.

1. Key FY 2019 Performance Highlights

9

RESILIENT CORE REVENUES

Core Revenues: quarterly contribution

  • m

939.7

968.5

944.1

940.1

434.5

453.7

444.1

462.2

(46%)

(47%)

(47%)

(49%)

505.2

514.8

500.0

477.9

(54%)

(53%)

(53%)

(51%)

Q1 19

Q2 19

Q3 19

Q4 19

NII

Net Fees and Commissions

(%) Composition

  • Broadly stable quarterly core revenues (aggregate NII and Net Fees and Commissions) in 2019, with Net Fees and Commissions increasing the share to 49% in Q4

1. Key FY 2019 Performance Highlights 10

NET INTEREST INCOME: HIGHLIGHTS

Net Interest Income

Core NII: Evolution Breakdown

€ m

€ m

505.2

514.8

1.2

500.0

477.9

499.3

-8.7

-2.9

-12.9

6.2

0.7

3.1

474.9

Commercial Banking :

-€5.7m:Euribor

499.0

513.7

499.3

474.9

-€3m:volume effects

Q1 19

Q2 19

Q3 19

Q4 19

Q3 19

COMMERCIAL

NPE

NON-

Q4 19

BANKING

INTEREST

COMMERCIAL

Core NII

Other1

NPE Interest

BANKING2

36.4

34.1

29.6

26.7

(Excl. PPA

and IFRS9):

1.90

1.87

1.85

1.85

Asset spread

Customer

1.47

1.43

1.34

1.33

spread

Liability spread

-0.43

-0.44

-0.51

-0.52

Q1 19

Q2 19

Q3 19

Q4 19

EURIBOR 3M

-0.31

-0.32

-0.39

-0.41

QUARTERLY AVG.

Notes: 1.'Other' includes PPA as well as impacts from IFRS9 and IFRS16; see slide 35 for details. 2. Non-commercial banking includes: financial activities, Hedging, interest on Bonds (Retail and Institutional) and other elements.

1. Key FY 2019 Performance Highlights 11

VOLUME GROWTH AT A GLANCE

Strong commercial performance: growth in core customer volumes

€ bn

31/12/2018

30/09/2019

31/12/2019

% chg.Y/Y

% chg. Q4

Net Performing Customer Loans

97.3

101.1

100.3

3.1%

-0.8%

o/w: Core Performing Customer Loans1

88.6

92.0

91.1

2.9%

-1.0%

- Medium/Long - Term Loans

58.6

62.0

62.5

6.8%

0.9%

- Current Accounts

11.2

11.2

10.5

-6.2%

-5.8%

- Other Loans

18.8

18.9

18.1

-3.8%

-4.1%

Direct Funding2

101.5

106.5

108.9

7.3%

2.3%

C/A & Deposits (Sight + Time)

81.1

87.0

87.8

8.2%

0.8%

Bonds

14.9

14.4

15.8

6.7%

10.4%

Certificates

3.4

3.1

3.2

-3.9%

3.2%

Other

2.1

1.9

2.0

-5.6%

4.5%

Indirect Funding3

87.0

89.2

89.7

3.2%

0.6%

o/w: AUM

55.7

57.6

58.3

4.7%

1.2%

- Funds & Sicav

36.0

38.5

39.0

8.5%

1.5%

- Bancassurance

14.9

15.2

15.4

3.2%

1.4%

- Managed Accounts & Funds of Funds

4.8

4.0

3.9

-18.8%

-2.0%

Customer Loans as at 30/09/19 are restated including Profamily non-captive volumes. See Methodological Notes for details.

Notes: 1.Exclude GACS senior notes, REPOs and Leasing. 2.Restated excluding REPOs and including Capital-Protected Certificates. 3.Restated excluding Capital-Protected Certificates from AUC.

1. Key FY 2019 Performance Highlights 12

SOUND LENDING PERFORMANCE OF THE NETWORK

Solid volumes, with a recovery in pricing of Corporate and SME new lending y/y

All-In Rates of the New M/L-Term Lending to

€21.4bn New Loans in FY 2019

Main Corporate Segments2

(Management data of the commercial network1)

(Management data of the commercial network)

€ bn

bps

214

222

FY 2018

3.0

18.2

21.2

Enterprises

135

+0.9%

120

FY 2019

3.7

17.6

21.4

Large + Mid Corporate

Households

Enterprise & Corporate

FY 2018

FY 2019

+26.2%

-3.2%

Due to big ticket

Euribor 3M Average

-33

transactions

-36

y/y

y/y

concentrated in

Q4 2018

  • Solid level of newM/L-Term lending (>€21bn) confirmed, coupled with increased pricing in the main corporate segments vs. FY 2018
  • The contribution from the better pricing of the new lending is mitigated by the still higher rates of the maturing portfolio, with the exception of the Corporate segments, which already show increasing spreads in net lending

Notes: 1.Include M/L-term Mortgages (Secured and Unsecured), Personal Loans, Pool, ST/MLT Structured Finance. Exclude Agos and Profamily volumes sold by the network, but not consolidated by the Group. 2.All-in rates include commission income related to insurance policies, interest rate hedges and loan granting fees. Exclude volumes related to Structured Finance.

1. Key FY 2019 Performance Highlights 13

SUCCESSFUL ACCESS TO A WIDE RANGE OF INSTRUMENTS IN THE WHOLESALE MARKET

€2.8bn public wholesale issues in the period

Wholesale bond maturities1

FY 2019-Jan. 2020

€ bn

2.40

Issue details

€ bn

2.4

1.75

1.7

1.75

0.7

0.50

0.40

0.30

0.35

0.40

1.7

FY

FY

FY

Jan.

FY 19

FY 19

FY 19

Jan-20

FY 2019

FY 2020

2017

2018

2019

2020

Senior Pref.

AT1

T2

Senior Pref.

Subordinated

Bond funding composition as at 31/12/2019

Senior Preferred Wholesale Bonds:

Spreads & Rates

Nominal

16.6%

Cap.-Protected

SENIOR PREFERRED

AVERAGE

AVERAGE

amounts

Certificates

Covered

INSTRUMENTS

RATES

SPREADS

FY 2019 ISSUES

2.2%

2.3%

Bonds2

Equal to €3.4bn, o/w:

33.2%

€19.4bn

32.8%

~€1.5bn not included in

Senior

FY 2019 MATURITIES

3.8%

3.1%

Own Funds Phased-in, but

Preferred

representing MREL-eligible

FY 2020 MATURITIES

2.8%

2.3%

funding. Data exclude

the €400m AT1 issued in

17.3%

Jan. 2020

Subordinated

(AT1 and T2)

Notes: 1.Managerial data based on nominal amounts, including calls. 2.Include €0.95bn Repo with underlying retained Covered Bonds.

1. Key FY 2019 Performance Highlights 14

NET FEES AND COMMISSIONS: GROWTH IN Q4

Net Fees and Commissions

Focus on Investment Product Fees1

€ m

+6.4%

€ m

+9.0%

+4.1%

453.7

462.2

+2.2%

+€28.9m

434.5

444.1

171.7

180.7

183.1

187.2

vs Q4 18

224.8

204.2

220.6

216.8

65.5

72.4

75.0

76.1

Not including

230.3

233.1

237.4

227.3

106.2

108.3

108.1

111.1

€5.7m perf. fees

Q1 19

Q2 19

Q3 19

Q4 19

Q1 19

Q2 19

Q3 19

Q4 19

Management & Advisory

Commercial Banking Fees

Upfront fees

Running fees

  • Net fees and commission at €462.2m in Q4 2019, up 4.1% Q/Q, thanks both to the increase in advisory and management fees (+3.7% Q/Q), as well as to commercial fees (+4.4% Q/Q).
  • After some pressure registered in 2018, due to the adoption of a new commercial approach coinciding with liquidity preference of customers, a balanced quarterly progression is seen in 2019, thanks to advisory and management fees (especially investment product placement, bancassurance and consumer finance fees)

Notes: 1.Internal management data of the Commercial Network regarding the breakdown of running and upfront fees on investment products.

1. Key FY 2019 Performance Highlights 15

GROWTH IN INVESTMENT PRODUCT PLACEMENTS

Investment product placements volumes1

  • bn

+48%

4.6

Positive trend reversal in 2019

3.7

3.5

3.2

2.9

3.4

3.5

2.5

Q1 18Q2 18 Q3 18 Q4 18

Q1 19 Q2 19 Q3 19 Q4 19

Share of investment product Upfront fees

on Total Net Fees & Commissions

Upfront Profitability (%)

2.1%

2.2%

2.2%

2.2%

2.1%

2.1%

2.0%

2.0%

21%

17%

12%

15%

16%

17%

16%

14%

Q1 18 Q2 18

Q3 18

Q4 18

Q1 19

Q2 19

Q3 19

Q4 19

New commercial approach

  • After the decline registered in quarterly investment product placements during 2018, a constant performance recovery is seen in all quarters of 2019, with Q4 coming in at €3.7bn (vs. €2.5bn in Q4 2018 and €3.5bn in Q3 2019)
  • Following the adoption of a newcustomer-based commercial approach in 2018, the Group has rebalanced the composition of Management & Advisory fees, registering a resilient contribution from the upfront component of investment products

Notes: 1.Management data of the Commercial Network related only to the placements of investment products which generate upfront fees.

1. Key FY 2019 Performance Highlights 16

NFR: EXCELLENT PERFORMANCE MAINTAINING A ROBUST LEVEL OF RESERVES & UNREALISED GAINS

Net Financial Result

€ m

207.4

72.3

41.7

10.7

Q1 19

Q2 19

Q3 19

Q4 19

Not included in P&L results, but included in the Capital Position

Reserves of

Debt Securities at FVOCI

Pre-tax,

in € m

+267m

y/y

€172m as at

22531/01/20202

71

-197

31/12/18 30/09/19 31/12/19

Not included neither in the P&L results nor in the Capital Position1

Unrealised gains on

Debt Securities at AC

Pre-tax,

in € m

+699m

€697m as at

y/y

31/01/20202

865

520

-179

31/12/18 30/09/19 31/12/19

€104m realised in

Q4 2019

  • Material increase in NFR in Q4 (to €207.4m), mainly as a result of gains from the disposal of debt securities (€125.1m), together with those from debt and equity instruments coming from the disposal of Sorgenia (€44.6m under NFR, with an additional €73.2m contributing directly to equity)

Notes: 1.Debt Securities accounted at Amortised Costs are subject to a specific policy which sets dedicated limits to the amount of disposals allowed throughout the year. 2.Internal management data.

1. Key FY 2019 Performance Highlights 17

WELL DIVERSIFIED DEBT SECURITIES PORTFOLIO

Further rationalisation of Italian Govies portfolio in Q4 2019

Evolution & Composition of Debt Securities

Classification of Debt

€ bn

Securities at 31/12/2019

31.6

30.2

32.9

34.2

31.2

26.7

FVOCI

Debt securities

20.7

17.7

19.3

38.1%

15.5

€11.9bn

AC

o/w: Italian

€31.2bn

55.2%

Govies

31/12/16

31/12/17

31/12/18

30/09/19

31/12/19

€17.3bn

84%

69%

FVTPL

54%

56%

50%

Share of Italian

6.7%

Govies on Debt

€2.1bn

securities

Evolution of Govies at FVOCI

Evolution of Govies at AC

FOCUS ON TOTAL

GOVIES IN THE

BANKING BOOK

  • bn

11.7

10.0

9.1

31/12/2018

30/09/2019

31/12/2019

Duration: 2.5 years1

€ bn

Duration:

15.1

16.5

15.7

3.6 years1

31/12/2018 30/09/2019 31/12/2019

Notes: 1.Management data as at end-January 2020, including hedging strategies.

1. Key FY 2019 Performance Highlights

18

STRONG REDUCTION IN OPERATING COSTS: Y/Y

Total Operating Costs1

€ m

-6.8%

FY 2019 vs.

3,0862

starting point

2,792.8

2,604.0

1,732.8

1,696.5

-€482m

1,060.0

907.5

2018

2019

Strategic Plan

starting point

Other

Staff costs

# Headcount evolution

# Retail network evolution

-3,132

-690

25,073

Includes #251 exits

2,417

related to non-recurring

1,727

21,941

corporate transactions

Strategic Plan

31/12/2019

Strategic Plan

31/12/2019

starting point

starting point

Notes: 1.2018 figures are not fully comparable, due to the restatement of Q1, Q2 and Q3 2019 Operating Costs (specifically related to the D&A item). Refer to methodological notes. 2.Internal Management Data, adjusted for non-recurring items and systemic charges. Figures are pro-forma for the Strategic Plan starting point, with ex Aletti Gestielle coherently not included in Operating Costs.

1. Key FY 2019 Performance Highlights 19

OPERATING COSTS: QUARTERLY EVOLUTION

Total Operating Costs1

stable

+2.1%

656.2648.9 642.8 656.1

Q1 19

Q2 19

Q3 19

Q4 19

o/w:Staff costs

o/w:Other admin. costs

o/w: D&A

+2.6%

-10.3%

+9.4%

425.9

418.0

415.6

437.0

167.0

163.1

158.6

68.6

69.3

149.8

63.3

67.7

Q1 19

Q2 19

Q3 19

Q4 19

Q1 19

Q2 19

Q3 19

Q4 19

Q1 19

Q2 19

Q3 19

Q4 19

Note: 1.Q1, Q2 and Q3 2019 Operating Costs (specifically related to the D&A item) are restated for the application in Q4 of the new valuation model on properties and artworks, now impacting the item Profit (Loss) on Fair Value measurement of tangible assets.

1. Key FY 2019 Performance Highlights 20

ACCOUNTING MODEL CHANGE FOR PROPERTY AND ARTWORKS

RATIONALE AND NATURE

OF MODEL CHANGE

IMPACT ON

PROPERTY AND ARTWORK

VALUATION

IMPACT ON P&L

VS DIRECT IMPACT TO

CAPITAL

  • Rationalisation and value enhancement of the Group's real estate portfolio
    (both instrumental and Investment property) and artworks
  • Fromcost-based to fair-value accounting model
  • Impact on total property and artworks as at 31/12/2019 (vs. BV at YE 2018):

Total impact (pre-tax)

+€223.0m1

- o/w: Property

+€181.8m

- o/w: Artworks

+€ 41.2m

P&L includes

Total impact to P&L (pre-tax):

-€131.4m

essentially

decreases vs.

- o/w: Property

-€129.5m

the value as of

- o/w: Artworks

-€1.9m

31/12/18

Total impact direct to capital (pre-tax)

+€354.4m1

- o/w: Property

+€311.4m

- o/w: Artworks

+€43.1m

Note: 1.Of which -€12.6m not recorded under the Comprehensive Profitability.

1. Key FY 2019 Performance Highlights 21

STRONG IMPROVEMENT ACROSS ASSET QUALITY METRICS

Reduction in NPE stock and ratios, with strengthened coverage in all categories

NPE Stock (GBV)

NPE Stock (NBV)

€ m

11,814

10,474

-14.6% Y/Y

€ m

-17.6% Y/Y

10,087

106

6,727

131

98

-3.7% in Q4

5,968

-7.1% in Q4

5,544

7,768

88

6,949

6,424

107

73

5,048

3,939

3,565

4,373

3,912

3,395

1,591

1,488

1,560

31/12/18

30/09/191

31/12/19

31/12/18

30/09/19 1

31/12/19

Bad Loans

UTP

PD

Bad Loans

UTP

PD

NPE Ratios

Coverage & Collaterlisation

10.8%

9.4%

9.1%

6.5%

TOTAL NPE

5.6%

5.2%

RATIOS

31/12/18

30/09/191

31/12/19

3.6%

3.0%

3.2%

BAD LOAN

1.5%

1.5%

1.4%

RATIOS

31/12/18

30/09/191

31/12/19

Gross

Net

30/09/191

31/12/19

62.5%

56.2%

56.2%

BAD LOAN COVERAGE

incl.

write-offs

UTP COVERAGE

37.1%

39.1%

PD COVERAGE

18.2%

25.9%

48.1%

TOTAL NPE COVERAGE

43.0%

45.0%

incl.

write-offs

% of Secured NPE

62%

61%

on Total NPE (GBV)

Note: 1.Customer Loans as at 30/09/19 are restated including Profamily non-captive volumes. Refer to the Methodological Notes for details.

1. Key FY 2019 Performance Highlights 22

NPE FLOWS AND COST OF RISK: MATERIAL IMPROVEMENT Y/Y

Net Flows to NPEs

Flows from UTP to Bad Loans

€ m

€ m

-32.4%

-15.1%

1,279

892

758

216

233

220

864

260

245

188

171

88

FY 2018 FY 2019

Q1

Q2

Q3

Q4

FY 2018 FY 2019

Q1

Q2

Q3

Q4

2019

2019

2019

2019

2019

2019

2019

2019

LLPs

Cost of Risk1

62bps, when

considering

the

€ m

bps (EoP)

+5.8%

positive impact

184

from Sorgenia

152.0

197.7

208.4

220.5

Stated

73

Adjusted

116

FY 2018

FY 2019

Q1 19 Q2 19

Q3 19

Q4 19

LLPs and CoR do not include the positive

impact from Sorgenia: €44.6m registered in the

P&L under NFR and €73.2m directly to Equity

Note: 1.CoR calculated including also loans classified at IFRS 5, for coherence with related LLPs.

1. Key FY 2019 Performance Highlights 23

NPE: EFFECTIVE WORKOUT ACTIVITY

NPE, gross book value: -€1.7bn in 2019

  • bn

11.8

-0.6

+1.2

-2.3

10.1

31/12/18

Bad Loan

Inflows from

Cancellations,

31/12/19

portfolio disposals

Performing

Write-offs,

Recoveries, Cure &

Other

  • Effective NPE management with internal workout more than compensating annual inflows

1. Key FY 2019 Performance Highlights 24

UTP LOANS: CONSISTENT REDUCTION WITH EFFECTIVE WORKOUT AND SIGNIFICANTLY STRENGTHENED COVERAGE SINCE YE 2016

UTP, gross book value: -€4.9bn since YE 2016

  • bn

11.3

+1.4

-1.5

-1.7

9.5

+1.4

-1.3

-1.6

0.3 *

7.8

+0.8

-0.9

-1.3

6.4

9.2

31/12/16

Inflows

Outflows

Workout1

31/12/17

Inflows

Outflows

Workout1

31/12/18

Inflows

Outflows

Workout1

31/12/19

from

to

from

to

from

to

Performing Bad Loans

Performing

Bad Loans

Performing

Bad Loans

loans

loans

loans

* -0.3m of IFRS 9 reclassification impact

UTP Coverage: +11.9 p.p. since YE 2016

Strong reduction in gross UTP:-€1.4bnin FY

37.1%

39.1%

2019 and -€4.9bn since year-end 2016

35.0%

Significant and consistent strengthening of UTP

32.3%

coverage levels:+4.1p.p. in FY 2019 and

27.2%

+11.9p.p since year-end 2016

UTP quality: high share of secured positions

31/12/2016

31/12/2017

31/12/2018

30/09/2019

31/12/2019

(61% GBV and 71% NBV), with predominant

Note: 1.Cancellations, Recoveries, Cure and Other net movements.

exposure in northern Italy

1. Key FY 2019 Performance Highlights 25

SIGNIFICANT STRENGTHENING IN ALL CAPITAL RATIOS

Well positioned to withstand potential future headwinds

Fully Loaded Capital Ratios: evolution

%TOTAL

12.4%

14.4%

Proposed DPS

15.6%1

12.5%

of €0.08

13.3%1

TIER 1

10.0%

CET 1 PF

13.0

12.8

CET 1

12.1

+52bps

-13bps

+37bps

+14bps

-20bps

Phase-in

at 11.5%

10.0

at 14.6%

CET 1

31/12/2018

30/09/2019

Q4

HTCS

Property and

Reduction in

31/12/2019

Proposed

31/12/2019

performance

reserves

Artworks:

CR Asti stake

pre-dividend

dividends

change in

(to below

MDA buffers1

accounting

10%)

model

Phased-in+440bps

Fully Loaded

+229bps

  • Fully loaded CET 1 capital ratio up at 12.8%(Phased-in up at 14.6%), already after deduction of the dividend accrual: proposed DPS of € 0,08
  • Optimized capital position, with wide MDA buffers, thanks to strong CET 1 level and a significant bucket strengthening in AT1

Notes: 1.The figures do not include the €400m AT1 instrument issued in January 2020, corresponding to 61bps.

Ratios as at 30/09/2019 include the contribution of the Q3 2019 net result, while those as at 31/12/2019 include the net result, post dividend, pertaining to H2 2019 (see methodological notes for details).

1. Key FY 2019 Performance Highlights 26

FINAL REMARKS ON FY 2019 PERFORMANCE

  • SOLID PROFITABILITY, OPERATIONALLY DRIVEN BY:
    • POSITIVE TREND IN INVESTMENT PRODUCT FEES
    • STRICT ONGOING COST CONTROL
    • REDUCTION IN THE COST OF RISK
    • RESILIENT GROWTH IN BUSINESS VOLUMES
  • CAPITAL POSITION ATSTRONGEST-EVERLEVELALLOWING TO WITHSTAND POTENTIAL FUTURE REGULATORY HEADWINDS
  • ONGOING IMPROVEMENT IN ASSET QUALITY METRICS, DRIVEN BY EFFECTIVE WORKOUT, LOWER INFLOWS AND HIGHER COVERAGE
  • STRONG FUNDING AND LIQUIDITY POSITION

BACK TO DIVIDEND:

PROPOSED DPS OF €0.08 (DIVIDEND YIELD OF 4.1%1)

Note: 1.Calculated over the share price closure of €1.96 as at 05/02/2020).

1. Key FY 2019 Performance Highlights 27

OUTLOOK FOR FY 2020

  • CORE REVENUES:
    GROWTH IN NET FEE & COMMISSION INCOME EXPECTED TO OFFSET PRESSURE ON NET INTEREST INCOME
  • STRICT COST CONTROL:
    ONGOING COST MANAGEMENT ACTIVITIES ALLOW TO COMPENSATE THE EFFECT FROM THE RENEWAL OF THE COLLECTIVE LABOUR CONTRACT AND TO MINIMISE THE IMPACT OF ADDITIONAL INVESTMENTS MAINLY IN IT
  • COST OF RISK:
    FURTHER PROGRESS EXPECTED IN THE PATH OF REDUCTION, CONSISTENT ALSO WITH AN IMPROVEMENT IN THE CREDIT PORTFOLIO
  • CAPITAL POSITION:
    BUILDING ON THE TRACK RECORD OF INTERNAL CAPITAL GENERATION TO SUPPORT A SUSTAINABLE SHAREHOLDER REMUNERATION, MANAGING POTENTIAL FUTURE REGULATORY HEADWINDS

BANCO BPM'S NEW STRATEGIC PLAN AND TARGETS TO BE PROVIDED ON 3 MARCH 2020

1. Key FY 2019 Performance Highlights 28

Agenda

1. Key FY 2019 Performance Highlights

4

2. Performance Details:

29

-

Profitability

30

-

Balance Sheet

37

-

Funding and Liquidity

38

- Customer Loans and Focus on Credit Quality

43

-

Capital Position

46

FY 2019 Group Results Presentation 29

GROUP FY 2019 COMPREHENSIVE NET INCOME

Resilient capital generation also from the elements not directly impacting P&L

€ m

9M 2019

FY 2019

Q1

Q2

Q3

Q4

2019

2019

2019

2019

A.

P&L NET INCOME

701.2

797.0

155.4

447.6

98.2

95.8

o/w: ADJUSTED

402.0

648.6

160.3

140.5

101.1

246.6

OTHER NET INCOME DIRECTLY ACCOUNTED

B.TO EQUITY1

o/w Tangible assets at Fair Value 2

o/w Reserves of Debt Securities at FVOCI (net of tax)

283.2

526.7

110.5

13.5

159.2

243.5

0.0

249.7

0.0

0.0

0.0

249.7

281.8

178.8

91.5

64.3

126.0

-103.0

o/w Reserves of Equity Securities at

14.0

119.8

19.5

-31.9

26.3

105.8

FVOCI (net of tax)

A.+B.

COMPREHENSIVE NET INCOME OF THE

984.5

1,323.7

265.9

461.1

257.4

339.3

GROUP

Notes: 1. Other Comprehensive Income components, excluded from the distributable amount available for dividends. 2.Element not included in the Adjusted Comprehensive Profitability.

Q1, Q2, Q3 2019 and 9M 2019 figures have been restated for the application in Q4 of the accounting standard for the valuation of the Group's property and works of art. Refer to methodological notes.

2. Performance Details: Profitability 30

RECLASSIFIED P&L: ANNUAL COMPARISON

Reclassified income statement

FY 2018

FY 2019

Chg. Y/Y

Chg. Y/Y

(in euro million)

Stated

Stated

%

Net interest income

2,292.6

1,998.0

-294.6

-12.9%

Income (loss) from investments in associates carried at

159.5

131.3

-28.2

-17.7%

equity

Net interest, dividend and similar income

2,452.0

2,129.2

-322.8

-13.2%

Net fee and commission income

1,860.9

1,794.4

-66.5

-3.6%

Other net operating income

389.8

37.2

-352.5

-90.4%

Net financial result

70.2

332.1

261.9

373.2%

Other operating income

2,320.9

2,163.7

-157.1

-6.8%

Total income

4,772.9

4,293.0

-480.0

-10.1%

Personnel expenses

-1,732.8

-1,696.5

36.3

-2.1%

Other administrative expenses

-816.5

-638.6

177.9

-21.8%

Amortization and depreciation

-243.5

-268.9

-25.5

10.5%

Operating costs

-2,792.8

-2,604.0

188.7

-6.8%

Profit (loss) from operations

1,980.1

1,688.9

-291.2

-14.7%

Net adjustments on loans to customers

-1,941.1

-778.5

1,162.6

-59.9%

Profit (loss) on FV measurement of tangible assets

-158.5

-158.5

Net adjustments on other financial assets

3.3

5.8

2.5

75.0%

Net provisions for risks and charges

-345.3

-71.0

274.3

-79.4%

Profit (loss) on the disposal of equity and other

173.4

333.2

159.8

92.2%

investments

Income (loss) before tax from continuing operations

-129.7

1,019.7

1,149.4

n.m.

Tax on income from continuing operations

162.8

-145.4

-308.3

n.m.

Systemic charges after tax

-100.2

-92.9

7.3

-7.3%

Income (loss) after tax from discontinued operations

0.9

-0.9

n.m.

Income (loss) attributable to minority interests

9.6

15.6

5.9

61.7%

Net income (loss) for the period excluding Badwill &

-59.4

797.0

856.4

n.m.

Impairment of goodwill and client relationship

The trends in NII and LLPs haves to be read strictly together, due to the impact of the derisking activity: the reduced contribution of NPEs to NII is more than compensated by lower LLPs for NPEs

Starting from 30/06/2019, upfront fees related to the placement of Certificates have been reclassified from Net Financial Results to Net Fees & Commissions. The previous quarters (2018 and Q1 2019) have been reclassified coherently.

2018 figures not fully comparable due to the restatement of Q1, Q2 and Q3 2019 Operating Costs (specifically D&A item) for the application in Q4 of the new valuation model on properties and artworks. Refer to methodological notes.

2. Performance Details: Profitability 31

RECLASSIFIED P&L: QUARTERLY EVOLUTION

Reclassified income statement

Q1 2018

Q2 2018

Q3 2018

Q4 2018

Q1 2019

Q2 2019

Q3 2019

Q4 2019

(in euro million)

Stated

Stated

Stated

Stated

Stated

Stated

Stated

Stated

Net interest income

595.1

585.0

557.8

554.7

505.2

514.8

500.0

477.9

Income (loss) from investments in associates carried at

42.6

33.4

32.8

50.7

36.8

32.6

28.0

33.9

equity

Net interest, dividend and similar income

637.7

618.4

590.6

605.4

541.9

547.5

528.0

511.8

Net fee and commission income

477.9

457.3

451.4

474.4

434.5

453.7

444.1

462.2

Other net operating income

24.2

130.0

214.5

21.1

14.6

8.3

8.0

6.3

Net financial result

27.9

73.9

46.8

-78.4

72.3

10.7

41.7

207.4

Other operating income

530.0

661.2

712.7

417.0

521.5

472.7

493.7

675.9

Total income

1,167.7

1,279.6

1,303.2

1,022.4

1,063.4

1,020.1

1,021.7

1,187.7

Personnel expenses

-442.1

-437.1

-431.5

-422.2

-425.9

-418.0

-415.6

-437.1

Other administrative expenses

-211.5

-203.1

-196.2

-205.7

-167.0

-163.1

-158.6

-149.8

Amortization and depreciation

-47.9

-49.0

-49.5

-97.1

-63.3

-67.7

-68.6

-69.3

Operating costs

-701.5

-689.2

-677.1

-725.0

-656.2

-648.9

-642.8

-656.1

Profit (loss) from operations

466.2

590.4

626.1

297.4

407.2

371.3

378.9

531.6

Net adjustments on loans to customers

-326.2

-360.2

-267.4

-987.3

-152.0

-197.7

-208.4

-220.5

Profit (loss) on FV measurement of tangible assets

-7.5

-19.3

-0.7

-131.0

Net adjustments on other financial assets

2.2

-1.6

-1.3

4.0

-4.0

4.0

4.1

1.6

Net provisions for risks and charges

-25.0

-20.7

-71.9

-227.8

4.4

-10.1

-2.7

-62.6

Profit (loss) on the disposal of equity and other

179.7

-1.1

-10.3

5.1

0.2

336.6

0.0

-3.6

investments

Income (loss) before tax from continuing operations

296.9

206.8

275.2

-908.6

248.4

484.8

171.1

115.4

Tax on income from continuing operations

-25.9

-61.3

-72.3

322.4

-52.6

-25.2

-43.2

-24.4

Systemic charges after tax

-49.0

-18.4

-32.1

-0.7

-41.6

-15.2

-31.5

-4.5

Income (loss) after tax from discontinued operations

0.0

0.0

0.9

0.0

0.0

0.0

0.0

Income (loss) attributable to minority interests

1.4

2.2

0.3

5.8

1.2

3.2

1.8

9.2

Net income (loss) for the period excluding Badwill &

223.3

129.3

171.9

-581.0

155.4

447.6

98.2

95.8

Impairment of goodwill and client relationship

Starting from 30/06/2019, upfront fees related to the placement of Certificates have been reclassified from Net Financial

Results to Net Fees & Commissions. The previous quarters (2018 and Q1 2019) have been reclassified coherently.

Restated:Q1, Q2 and Q3 2019 Operating Costs (specifically D&A item) are restated for the application in Q4 of the new

valuation model on properties. Refer to methodological notes

2. Performance Details: Profitability

32

FY 2019 ADJUSTED P&L: DETAILS ON NON-RECURRING ITEMS

Reclassified income statement

FY 2019

FY 2019

One- off

(in euro million)

Stated

Adjusted

Net interest income

1,998.0

1,993.3

4.7

Income (loss) from investments in associates carried at equity

131.3

131.3

0.0

Non-recurring items and extraordinary systemic charges

Rem uneration of sub. Bond Carige through FITD

Net interest, dividend and similar income

2,129.2

2,124.5

4.7

Net fee and commission income

1,794.4

1,794.4

0.0

Other net operating income

37.2

37.2

0.0

Net financial result

332.1

332.1

0.0

Other operating income

2,163.7

2,163.7

0.0

Total income

4,293.0

4,288.3

4.7

Personnel expenses

-1,696.5

-1,696.5

0.0

Other administrative expenses

-638.6

-638.6

0.0

Amortization and depreciation

-268.9

-264.5

-4.4

Adjustm ents on intangible assets

Operating costs

-2,604.0

-2,599.6

-4.4

Profit (loss) from operations

1,688.9

1,688.7

0.2

Net adjustments on loans to customers

-778.5

-778.5

0.0

Profit (loss) on FV measurement of tangible assets

-158.5

0.0

-158.5

Application of the new valuation m odel on properties and

artworks

Net adjustments on other assets

5.8

5.8

0.0

Net provisions for risks and charges

-71.0

6.5

-77.5

Adjustm ents on custom er conditions, charges for

litigation and provisions for custom er care and other

Profit (loss) on the disposal of equity and other investments

333.2

0.0

333.2

Disposal of ProAgos, First Servicing (NPL platform ) and

other

Income (loss) before tax from continuing operations

1,019.7

922.4

97.4

Tax on income from continuing operations

-145.4

-202.5

57.1

Extraordinary positive fiscal item s

Systemic charges after tax

-92.9

-77.6

-15.2

Additional contribution to Italian resolution fund

Income (loss) after tax from discontinued operations

0.0

Income (loss) attributable to minority interests

15.6

6.3

9.3

Other

Net income (loss) for the period excluding Badwill & Impairment

797.0

648.6

148.4

of goodwill and client relationship

2. Performance Details: Profitability 33

FY 2019 RECLASSIFIED P&L - PPA AND IFRS 9 IMPACTS

(A-B):(A-C-E):

A B C D E

Reclassified income statement (in euro million)

Net interest income

Income (loss) from investments in associates carried at equity

Net interest, dividend and similar income

Net fee and commission income

Other net operating income

Net financial result

Other operating income

Total income

Personnel expenses

Other administrative expenses

Amortization and depreciation

Operating costs

Profit (loss) from operations

Net adjustments on loans to customers

Profit (loss) on FV measurement of tangible assets Net adjustments on other assets

Net provisions for risks and charges1

Profit (loss) on the disposal of equity and other investments

Income (loss) before tax from continuing operations

Tax on income from continuing operations Systemic charges after tax

Income (loss) after tax from discontinued operations Income (loss) attributable to minority interests

Net income (loss) for the period

2019

2019

2019

2019

2019

Stated

CE ex PPA

PPA

CE ex PPA

Ricl.

(Totale)

e IFRS 9

IFRS 9

1,998.0

1,981.1

16.9

1,977.1

4.0

131.3

131.3

-

2,129.2

2,112.3

16.9

1,977.1

4.0

1,794.4

1,794.4

-

37.2

76.0

-38.8

76.0

332.1

332.1

-

2,163.7

2,202.5

-38.8

76.0

-

4,293.0

4,314.9

-21.9

2,053.1

4.0

-1,696.5

-1,696.5

-

-638.6

-638.6

-

-268.9

-268.9

-

-2,604.0

-2,604.0

-

-

-

1,688.9

1,710.8

-21.9

2,053.1

4.0

-778.5

-778.5

-774.6

-4.0

-158.5

-158.5

5.8

5.8

-

-71.0

-71.0

-

333.2

333.2

-

1,019.7

1,041.6

-21.9

1,278.6

-

-145.4

-152.7

7.2

-152.7

-92.9

-92.9

-

-

-

15.6

15.6

-

797.0

811.7

-14.7

1,125.9

-

Operating Costs (specifically D&A item) in first three 2019 quarters have been restated for the application in Q4 of the new valuation model on tangible assets with conseguent effects on PPA. Refer to methodological notes.

2. Performance Details: Profitability 34

FY 2019 RESULTS: NET INTEREST INCOME

Q/Q comparison

Y/Y comparison

€ m

505.2

514.8

500.0

477.9

€ m

2,292.6

1,998.0

214.6

11.1

6.2

1.2

0.7

3.1

499.0

513.7

499.3

474.9

-4.9%

2078.0

1986.7

-4.4%

Q1 19

Q2 19

Q3 19

Q4 19

FY 18

FY 19

Core NII

Other

Core NII

Other

Details of Other (Non-Core Components)

€ m

Q319

Q4 19

Reversal PPA

4,2

4,0

o/w Bad loans (IFRS 9)

2,6

2,2

o/w Unlikely to pay

14,8

14,0

o/w Performing loans

-13,3

-12,2

Other IFRS 9

-1,1

1,4

Reversal time value on bad loans

4,8

5,0

Adjustment on UTP & PD interests

-5,9

-3,6

IFRS 16

-2,4

-2,3

Total 'OTHER'

0,7

3,1

Details of Other (Non-Core Components)

€ m

FY 18

FY 19

Reversal PPA

143,3

16,9

o/w Bad loans (IFRS 9)

119,6

12,5

o/w Unlikely to pay

106,1

61,6

o/w Performing loans

-82,4

-57,3

Other IFRS 9

71,3

4,0

Reversal time value on bad loans

107,7

26,7

Adjustment on UTP & PD interests

-36,4

-22,8

IFRS 16

0,0

-9,7

Total 'OTHER'

214,6

11,1

The yearly decrease of the Non-Core Components of NII is due to the strong derisking activity and has to be read strictly together with the material reduction in the cost of risk

2. Performance Details: Profitability 35

FY 2019 RESULTS: Y/Y COMPARISON

Net Fees and Commissions1

Net Financial Result

€ m

1,860.9

-3.6%

1,794.4

€ m

+261.9m 332.1

896.4

866.4 -3.3%

964.6

928.1

-3.8%

70.2

FY 18

FY 19

FY 18

FY 19

Commercial Banking Fees

Management & Advisory

Operating Costs2

Loan Loss Provisions

€ m

2,792.8

-6.8%

2,604.0

€ m

75

1,941.1

-59.9%

713.9

2,717.8

1,227.2

-36.5%

778.5

FY 18

FY 19

FY 18

FY 19

Operating costs

One-off3

LLPs

"Exodus+ACE" impact

Notes:

1.Fees & Commissions include the restatement of the upfront components for the placements of Certificates (previously booked under NFR).2. 2018 figures are not fully comparable, due to the restatement of Q1, Q2 and Q3 2019 Operating Costs (specifically D&A item). Refer to methodological notes. 3.Mainly referring to adjustments on tangible assets.

2. Performance Details: Profitability 36

RECLASSIFIED BALANCE SHEET AS AT 31/12/2019

Reclassified assets (€ m)

Chg.

31/12/2018

31/12/2019

Value

%

Cash and cash equivalents

922

913

-9

-1.0%

Loans and advances measured at AC

108,208

115,890

7,682

7.1%

- Loans and advances t o banks

4,193

10,044

5,851

139.5%

- Loans and advances t o cust omers (*)

104,015

105,845

1,831

1.8%

Other financial assets

36,853

37,069

216

0.6%

- Asset s measured at FV t hrough PL

5,869

7,285

1,416

24.1%

- Asset s measured at FV t hrough OCI

15,352

12,527

-2,825

-18.4%

- Asset s measured at AC

15,632

17,257

1,625

10.4%

Equity investments

1,434

1,386

-48

-3.4%

Property and equipment

2,776

3,624

848

30.6%

Intangible assets

1,278

1,269

-9

-0.7%

Tax assets

5,012

4,620

-393

-7.8%

Non-current assets held for sale and discont. operations

1,593

131

-1,462

-91.8%

Other assets

2,389

2,136

-253

-10.6%

Total

160,465

167,038

6,573

4.1%

Reclassified liabilities (€ m)

31/12/2018

31/12/2019

Value

%

Due to banks

31,634

28,516

-3,118

-9.9%

Direct Funding

105,220

109,506

4,287

4.1%

- Deposits from customers

90,198

93,375

3,177

3.5%

- Debt securities and financial liabilities desig. at FV

15,022

16,131

1,109

7.4%

Debts for Leasing

-

733

n.m.

n.m.

Other financial liabilities designated at FV

7,229

10,919

3,691

51.1%

Liability provisions

1,705

1,487

-218

-12.8%

Tax liabilities

505

619

114

22.5%

Liabilities associated with assets held for sale

3

5

2

67.5%

Other liabilities

3,864

3,366

-498

-12.9%

Minority interests

46

26

-20

-42.8%

Shareholders' equity

10,259

11,861

1,602

15.6%

Total

160,465

167,038

6,573

4.1%

2019 figures are not fully comparable to 2018 figures as a result of IFRS16 first adoption and for the change in the accounting standard for the valuation of the Group's property and works of art.

Note: * "Customer loans" include the Senior Notes of the two GACS

transactions (Exodus and ACE), for a total of €2.5bn as at 31/12/2019.

2. Performance Details: Balance Sheet

37

DIRECT FUNDING

Solid position confirmed in core deposits, which account for 79% of the total

Direct customer funding1(withoutRepos)

  • bn

Capital-protected Certificates

Other

Bonds

Time deposits

C/A & Sight deposits

(%) Share of total

Note:

+7.3%

+2.3%

108.9

101.5

106.5

3.2

3.1

3.4

1.9

2.0

2.1

14.4

15.8

14.9

1.8

1.6

2.4

78.7

85.2

86.2

(78%)

(80%)

(79%)

31/12/2018

30/09/2019

31/12/2019

CHANGE

In % Y/Y

In % Q4

C/A & Sight deposits

9.5%

1.1%

Time deposits

-32.5%

-10.8%

Bonds

6.7%

10.4%

Other

-5.6%

4.5%

Capital-protected Certificates

-3.9%

3.2%

Direct Funding (excl. Repos)

7.3%

2.3%

1.Direct funding restated according to a management logic: it includes capital-protected certificates, recognized under 'Held-for-trading liabilities', while it does not include Repos (€3.9bn at December 2019 vs. €7.1bn at December 2018), mainly transactions with Cassa di Compensazione e Garanzia.

2. Performance Details: Funding and Liquidity 38

BOND MATURITIES: LIMITED AND MANAGEABLE AMOUNTS

Institutional bond maturities

  • bn

3.75

2.43

2.43

2.50

0.73

0.45

1.70

0.77

1.21

1.25

2020

2021

2022

1

Senior

Subordinated

Covered bond

Aggregate senior & subordinated in the period 2020-2022: €5.7bn

Managerial data based on nominal amounts, including calls.

Retail bond maturities

  • bn

0.35

0.50

0.11

0.11

0.24

2020

2021

2022

Senior

Subordinated

Aggregate senior & subordinated in the period 2020-2022: €1.0bn

Note:

1.Include also the maturities of Repos with underlying retained Covered Bonds: €0.45bn in 2021 and €0.50bn in 2022

2. Performance Details: Funding and Liquidity 39

INDIRECT CUSTOMER FUNDING AT €89.7BN

Assets under Management

Assets under Custody1

€ bn

€ bn

55.7

57.6

58.3

4.8

4.0

3.9

31.3

31.5

31.4

14.9

15.2

15.4

38.5

39.0

36.0

31/12/2018

30/09/2019

31/12/2019

31/12/2018 Adj.

30/09/2019

31/12/2019

Managed Accounts and Funds of Funds

Bancassurance

Funds & Sicav

  • Total Indirect Customer Funding at €89.7bn: +3.2% YTD and +0.6% q/q
  • Growth in the AuM component (at €58.3bn: +4.7% YTD and +1.2% q/q), registering:
    • A confirmed positive trend of Funds & Sicav (+8.5% YTD and +1.5% q/q)
    • The recovery is consolidating in Bancassurance (+3.2% YTD and +1.4% q/q )
  • Assets under Custody are up YTD (+0.5%), while registering a slight decline in the quarter(-0.4%)
  • The progressive increase in C/A & deposits (+€6.7bn since 31/12/18, of which +€0.7bn in Q4) offers opportunity to boost wealth management business

Management data of the commercial network. AUC historic data restated for managerial adjustments.

Note:

1.AuC data are net of capital-protected certificates, as they have been regrouped under Direct Funding (see slide 38).

2. Performance Details: Funding and Liquidity 40

STRONG LIQUIDITY POSITION: LCR >165% & NSFR >100%1

Eligible Securities2

+€1.9bn in the

UnencumberedLiquid

Up at >€22bn atSecurities as at 31/12/2019

year

end-Jan. 2020

€ bn

€ bn

54.9

54.0

1.6

2.7

29.8

5.6

Unencumb.

21.1

19.9

19.9

Eligible securities

Encumbered with Repos & other

Encumbered with

ECB

12.6

13.3

21.2

20.8

30/09/19

31/12/19

Net of the

accrued interest

Unencumb.

Excess ECB

HQLA lent 3Marketable

TOTAL

Eligible

deposits

securities

LIQUID

Securities

(non-eligible)

SECURITIES

Breakdown of the exposure with the ECB

as at 31/12/2019

€ bn

20.8

Other

4%

Retained

MRO

4.0

Covered

Bonds

TLTRO III

1.5

Abaco

€20.8bn

32%

TLTRO II

15.3

47%

Self

securitisation

31/12/2019

17%

  • €29.8bn of total unencumbered liquid securities(net of haircuts) as at 31/12/2019
  • Long-termbilateral refinancing operations at €3.4bneuro (net of haircuts), with an average maturity of 2.2 years
  • In Q4 2019, €6bn of TLTRO II were reimbursed and €1.5bn of TLTRO III and €4bn of MRO drawn
  • >€10bn of assetsencumbered with ECBare rated A or higher: easy to refinance at good conditions
  • €9.7bn of credit claims (ABACO)encumbered with ECBare eligible for securitisations

Internal management data, net of haircuts

Notes:

1.

Monthly LCR of December 2019; NSFR for Q4 2019.

2. Performance Details: Funding and Liquidity 41

2.

Includes assets received as collateral.

3.Refers to securities lending (uncollateralized high quality liquid assets).

SECURITIES PORTFOLIO

€ bn

31/12/18

30/09/19

31/12/19

Chg. y/y

Chg. in Q4

Debt securities

32.9

34.2

31.2

-5.0%

-8.8%

- o/w Total Govies

27.5

29.7

26.4

-4.0%

-10.9%

- o/w: Italian Govies

17.7

19.3

15.5

-12.0%

-19.8%

IT Govies in % on Debt Securities

53.7%

56.5%

49.7%

-7.4%

-12.0%

Equity securities, Open-end funds & Private equity

1.8

2.2

2.5

40.5%

15.8%

TOTAL SECURITIES

34.7

36.4

33.8

-2.6%

-7.3%

€ bn

31/12/18

30/09/19

31/12/19

Chg. y/y

Chg. in Q4

Govies in the

Banking Book

Govies at FVOCI

  • Italian
  • Non Italian

Govies at AC

  • Italian
  • Non Italian

11.7

10.0

9.1

-22.4%

-9.3%

6.6

5.9

4.6

-29.4%

-21.3%

5.1

4.1

4.4

-13.5%

7.9%

15.1

16.5

15.7

4.3%

-4.7%

10.3

10.9

10.0

-3.2%

-8.5%

4.7

5.6

5.7

20.7%

2.7%

Govies at FVTPL

0.8

3.1

1.6

115.9%

-48.3%

- Italian

0.8

2.5

0.9

17.6%

-65.0%

- Non Italian

0.0

0.6

0.7

n.m.

20.4%

2. Performance Details: Funding and Liquidity 42

NET CUSTOMER LOANS

Satisfactory increase in Performing Loans, with new loans granted at €21.4bn in FY 20191

Net Customer Loans2

€ bn

104.0

107.0

105.8

NPE

6.7

6.0

5.5

97.3

101.1

100.3

Performing Loans

31/12/2018

30/09/2019

31/12/2019

CHANGE

PERFORMING LOANS

31/12/18

30/09/19

31/12/19

In % y/y

In % Q4

Core customer loans

88.6

92.0

91.1

2.9%

-1.0%

- Medium/Long-Term loans

58.6

62.0

62.5

6.8%

0.9%

- Current Accounts

11.2

11.2

10.5

-6.2%

-5.8%

- Other loans

16.9

17.0

16.1

-4.6%

-4.9%

- Cards & Personal Loans

1.9

1.9

2.0

3.4%

3.1%

Leasing

1.0

1.0

1.0

-9.3%

-3.7%

Repos

6.2

5.5

5.7

-8.2%

4.7%

GACS Senior Notes

1.4

2.6

2.5

75.1%

-3.6%

Total Performing Loans

97.3

101.1

100.3

3.1%

-0.8%

Customer Loans as at 30/09/19 are restated including Profamily non-captive volumes. See Methodological Notes for details.

Notes:

1.Management data. Include MLT Mortgages (Secured and Unsecured), Personal Loans, Pool, ST/MLT Structured Finance. Exclude Agos and Profamily volumes sold by the network, but not consolidated by the Group. 2.Loans and advances to customers at Amortized Cost, including also the GACS senior notes (Exodus since June 2018 and, moreover, ACE since March 2019). Year-end 2018 data already excluded €1.3bn Bad Loans (having being classified as discontinued operation), then disposed with the ACE project in Q1 2019.

2. Performance Details: Customer Loans and Focus on Credit Quality 43

ASSET QUALITY DETAILS

GROSS EXPOSURES

31/12/2018

30/09/2019

31/12/2019

Chg. y/y

Chg. in Q4

€/m and %

Incl. Profamily

Value

%

Value

%

Bad Loans

3,939

3,395

3,565

170

-375

-9.5%

5.0%

UTP

7,768

6,949

6,424

-1,345

-17.3%

-525

-7.6%

Past Due

106

131

98

-8

-7.2%

-32

-24.7%

NPE

11,814

10,474

10,087

-1,727

-14.6%

-387

-3.7%

Performing Loans

97,659

101,438

100,631

2,972

3.0%

-807

-0.8%

TOTAL CUSTOMER LOANS

109,473

111,912

110,718

1,245

1.1%

-1,195

-1.1%

NET EXPOSURES

31/12/2018

30/09/2019

31/12/2019

Chg. y/y

Chg. in Q4

€/m and %

Incl. Profamily

Value

%

Value

%

Bad Loans

1,591

1,488

1,560

-32

-2.0%

72

4.8%

UTP

5,048

4,373

3,912

-1,136

-22.5%

-462

-10.6%

Past Due

88

107

73

-15

-16.6%

-34

-31.8%

NPE

6,727

5,968

5,544

-1,183

-17.6%

-424

-7.1%

Performing Loans

97,288

101,072

100,301

3,013

3.1%

-771

-0.8%

TOTAL CUSTOMER LOANS

104,015

107,040

105,845

1,831

1.8%

-1,195

-1.1%

COVERAGE

31/12/2018

30/09/2019

31/12/2019

%

Incl. Profamily

Bad Loans

59.6%

56.2%

56.2%

UTP

35.0%

37.1%

39.1%

Past Due

17.5%

18.2%

25.9%

NPE

43.1%

43.0%

45.0%

Performing Loans

0.38%

0.36%

0.33%

TOTAL CUSTOMER LOANS

5.0%

4.4%

4.4%

Data refer to Loans and advances to customers measured at Amortized Cost, including also the GACS Senior Notes.

Customer Loans as at 30/09/19 restated including Profamily non-captive volumes. Refer to Methodological Notes for details.

2. Performance Details: Customer Loans and Focus on Credit Quality 44

UTP LOANS: HIGH SHARE OF RESTRUCTURED AND SECURED POSITIONS

UTP analysis

Breakdown of Net UTPs

€ bn

-17.3%

Unsecured

7.8

YTD

Secured

2.9

6.4

(%)

% composition

(37%)

2.5

2.5

3.9

1.1

(39%)

4.9

(29%)

2.8

(63%)

3.9

(61%)

(71%)

Gross

Gross

Adjustments

Net

Unsec.

Sec.

Exposure

Exposure

Book

31/12/18

31/12/19

value

Coverage ratio:

39.1%

55.2%

28.6%

€ bn

31/12/18

31/12/2019

% Chg.

Restructured

2.3

1.7

-27.2%

- Secured

1.3

0.9

-29.0%

- Unsecured

1.1

0.8

-25.1%

Other UTP

2.7

2.2

-18.8%

- Secured

2.3

1.9

-15.6%

- Unsecured

0.5

0.3

-34.8%

5.0

3.9

-22.5%

o/w:

- Nort h

68.8%

72.6%

- Cent re

22.8%

20.9%

- Sout h, Islands

8.4%

6.5%

& not resident

  • Solid level of coverage for unsecured UTP: 55.2%
  • Net Restructured loans (€1.7bn) account for 43% of total net UTP: they are essentially related to formalized underlying restructuring plans and procedures (mainly under Italian credit protection procedures)
  • Net unsecured UTP other than Restructured loans are limited to €0.3bn
  • ~94% of Net UTPs are located in the northern & central parts of Italy

2. Performance Details: Customer Loans and Focus on Credit Quality 45

CAPITAL POSITION DETAILS

PHASED IN CAPITAL

31/12/2018

30/09/2019

31/12/2019

POSITION(€/m and %)

CET 1 Capital

7,754

9,254

9,586

T1 Capital

7,888

9,686

10,017

Total Capital

9,442

10,966

11,542

RWA

64,324

67,278

65,841

CET 1 Ratio

12.05%

13.75%

14.56%

AT1

0.21%

0.64%

0.66%

T1 Ratio

12.26%

14.40%

15.21%

Tier 2

2.42%

1.90%

2.32%

Total Capital Ratio

14.68%

16.30%

17.53%

FULLY PHASED CAPITAL

31/12/2018

30/09/2019

31/12/2019

POSITION(€/m and %)

CET 1 Capital

6,406

8,097

8,453

T1 Capital

6,410

8,399

8,754

Total Capital

7,964

9,679

10,280

RWA

64,034

67,165

65,856

CET 1 Ratio

10.00%

12.06%

12.84%

AT1

0.01%

0.45%

0.46%

T1 Ratio

10.01%

12.51%

13.29%

Tier 2

2.43%

1.91%

2.32%

Total Capital Ratio

12.44%

14.41%

15.61%

RWA COMPOSITION

31/12/2018

30/09/2019

31/12/2019

(€/bn)

CREDIT &

56.3

59.3

57.9

COUNTERPARTY RISK

of which: Standard

27.7

29.5

28.0

MARKET RISK

1.9

2.0

1.9

OPERATIONAL RISK

5.9

5.7

5.8

CV A

0.2

0.3

0.2

TOTAL

64.3

67.3

65.8

RWA COMPOSITION

31/12/2018

30/09/2019

31/12/2019

(€/bn)

CREDIT &

56.0

59.2

58.0

COUNTERPARTY RISK

of which: Standard

27.4

29.4

28.0

MARKET RISK

2.0

2.0

1.9

OPERATIONAL RISK

5.9

5.7

5.8

CV A

0.2

0.3

0.2

TOTAL

64.0

67.2

65.9

Ratios as at 30/09/2019 include the contribution of the Q3 2019 net result and those as at 31/12/2019 include the net result, post dividend, pertaining to H2 2019 (see methodological notes for details).

2. Performance Details: Capital Position 46

STRENGTHENING CAPITAL EFFICIENCY AND BUFFERS

Wide capital buffers, both at Phased-in and Fully Loaded level

ADDITIONAL TIER 1 CAPITAL RATIO

Does not consider

the €400m AT1

TIER 2 CAPITAL RATIO

Phased-in

0.6%

0.7%

0.2%

31/12/18

30/09/19

31/12/19

Fully Loaded

0.4%

0.5%

0.0%

31/12/18

30/09/19

31/12/19

issued in Jan. 2020 (corresponding to 61 bps)

Phased-in & Fully Loaded

2.4%

2.3%

1.9%

+40bps

in Q4

SREP Requirements

31/12/18

30/09/19

31/12/19

%

Phased-in

Fully Loaded

SREP buffers on CET 11

MDA buffers2

2019

2019

(2020)

(2020)

CET 1 Ratio

Tier 1 Ratio

Total

Capital Ratio

9.315% 9.505%

(9.385%) 9.505%)

10.815% 11.005%

(10.885%) (11.005%)

12.815% 13.005%

(12.885%) (13.005%)

Phased-in+525bps

Fully Loaded

+334bps

Phased-in+440bps

Fully Loaded

+229bps

Notes: 1.Calculated considering SREP requirements for 2019. 2.The figures do not include the €400m AT1 instrument issued in January 2020, corresponding to 61bps.

2. Performance Details: Capital Position 47

CONTACTS FOR INVESTORS AND FINANCIAL ANALYSTS

I N V E S T O R R E L A T I O N S

Roberto Peronaglio

+39-02-9477.2090

Tom Lucassen

+39-045-867.5537

Arne Riscassi

+39-02-9477.2091

Silvia Leoni

+39-045-867.5613

Carmine Padulese

+39-02-9477.2092

Registered Offices: Piazza Meda 4, I-20121 Milan, Italy

Corporate Offices: Piazza Nogara 2, I-37121 Verona, Italy

investor.relations@bancobpm.itwww.bancobpm.it(IR Section)

48

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Banco BPM S.p.A. published this content on 06 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 February 2020 20:57:01 UTC