Anima Banco Bpm Distribution Agreement

Banco BPM`s distribution network, together with Anima`s other strategic partners, includes more than 4,800 bank branches. The transaction, which was approved today by the directors of Banco BPM and ANIMA, is subject to the customary terms of these transactions (including regulatory approvals). As part of the transaction, Banco BPM will sell its 100% stake in Aletti Gestielle SGR (“Aletti SGR”) for €700 million, which will be increased at closing for excess equity and net profit for the period. The agreement also enables a 20-year strategic partnership between ANIMA Holding (ANIMA) and Banco BPM through commercial distribution agreements. The transaction has been approved by both Boards of Directors and is subject to customary closing conditions and regulatory approvals. The deal describes Anima Holding as a “larger” transaction (since Banco BPM currently holds a 14.27% stake in Anima Holding); In accordance with the applicable regulations, it has been approved by the Board of Directors of Anima Holding after receiving the favourable opinion of the parties present. Banco BPM, which emerged last year from the merger of Banca Popolare di Milano and Banco Popolare, has already concluded a distribution agreement with Anima until 2030. Today`s transaction provides that the strategic partnership between Banco BPM and ANIMA and the associated commercial distribution agreements will apply to the entire Banco BPM Group for a period of 20 years from the closing date. ANIMA is the first multi-partner operator in the Italian asset management sector with a distribution model based on long-term business partnerships. Banco BPM`s distribution network and other strategic partners include more than 4,800 bank branches. The agreement opened the door to a further expansion of the level of partnership. He would insist on the transfer of the delegated portfolio management activities from banca Aletti to Anima.

Banca Aletti currently operates this business on behalf of certain insurance joint ventures in which Banco BPM holds a stake. At a general meeting on 15 December, Anima Holding`s shareholders approved a capital increase of up to €300 million to finance the operation. Aletti Gestielle has also given the green light to the distribution of €161.5 million in reserves to Banco BPM. Banco BPM, which emerged last year from the merger of Banca Popolare di Milano and Banco Popolare, has already signed a distribution agreement with Anima until 2030. The original banco-ANIMA documentwww.animasgr.it/IT/InvestorRelations/ComunicatiStampaAvvisi/Comunicati/2017/Comunicato 04082017_ENG.pdf The binding letter of intent provides that definitive agreements on the reflection of Aletti SGR will be concluded as soon as possible after the completion of ANIMA`s usual due diligence activities with the aim of concluding the contract by the end of 2017; the possibility of signing binding agreements on the transfer of delegated portfolio management activities could also take place after that date. As part of the transaction, banco BPM will sell its 100% stake in Aletti Gestielle SGR (“Aletti SGR”) for €700 million, which will be increased at closing for excess equity and net profit for the period. The agreement also enables a 20-year strategic partnership between ANIMA Holding (“ANIMA”) and Banco BPM through commercial distribution agreements. The transaction has been approved by both Boards of Directors and is subject to customary closing conditions and regulatory approvals. Milan, 30 December 2010 – Banca Monte dei Paschi di Siena, Banca Popolare di Milano and Clessidra sgr, on behalf of the Clessidra Capital Partners II Fund (the “Partners”), wish to announce the completion of the transaction, which was announced on 29 October following the signing of the agreement by the parties and will lead to the birth of the largest independent operator in Italy in the field of asset management with more than 40 billions of assets under management. The agreement describes Anima Holding as a transaction of “greater importance” (banco BPM currently holding 14.27% of Anima Holding`s share capital); In accordance with the applicable regulations, it was approved by the Board of Directors of Anima Holding after receiving the favourable opinion of the Related Parties Committee. The information document is made available to the public within the framework of the legislation. The binding Memorandum of Understanding provides that definitive agreements on the sale of Aletti SGR will be prepared as soon as possible after the completion of ANIMA`s usual due diligence activities with the aim of closing the transaction by the end of 2017; the possible signing of binding agreements on the transfer of delegated portfolio management activities could also take place on that date.

The transaction, which was approved today by the Boards of Directors of Banco BPM and ANIMA, is subject to customary conditions for such transactions (including regulatory approvals). Original documentwww.bancobpm.it/media/Comunicato-Banco-ANIMA-04082017_ENG.pdf ANIMA is the leading “multi-partner” operator in the Italian asset management industry with a distribution model based on long-term business partnerships. Banco BPM`s distribution network, together with ANIMA`s other strategic partners, includes more than 4,800 bank branches. The agreement left the door open to broadening the scope of the partnership. It would consist of the transfer of the delegated portfolio management activities in the insurance sector from banca Aletti to Anima. Banca Aletti currently operates this business on behalf of a number of insurance joint ventures in which Banco BPM holds an interest. The partners worked out all the details and finalised the deal after receiving approval from relevant regulators on Tuesday 28 December. For Banco BPM, the sale is considered a related party transaction in accordance with Consob Regulation No. 17221/10 (the “Consob OPR Regulation”) and the related corporate rules issued by the Bank (the “Banco BPM Procedure”) available on the website www.bancobpm.it, Corporate Governance / Corporate Documents Section), as Anima Holding was considered under the aforementioned Regulation: a company under the significant influence of Banco BPM. The new unit will act as an independent production center for asset management products and services to support the various distribution networks and serve more than 150 market players (banking networks and financial advisor networks), including two banking networks of national importance (BMPS and BPM) with more than 3,800 branches.

The potential transfer of delegated portfolio management activities implies the positive outcome of a separate negotiation between the parties on the terms of such a transfer. The project, if implemented, is expected to bring the ANIMA Group (via Aletti SGR) around €11 billion in mandates anyway and will be valued at an additional €150 million from today. Investment Manager Mergers & Acquisitions, Investment Manager Strategic Investments, Mutual Fund Mergers and Acquisitions, Strategic Mutual Fund Investments, Transactions The consideration for the transaction amounts to $700 million. €, which will be paid in full in cash on the balance sheet date, plus an amount payable within the following 180 days equal to the excess of shareholders` net equity and net profit for the period accumulated on the reporting date. indicative estimated at around €250 million. In addition, the parties have laid the foundations for the launch of a project to possibly expand the scope of the partnership by transferring to the ANIMA Group the delegated portfolio management activities currently carried out by Banca Aletti on behalf of certain insurance joint ventures in which Banco BPM currently holds a stake (the “Transfer of Delegated Portfolio Management Activities”). LONDON, 4. August (Reuters) – Italian asset manager Anima has agreed to a 700 million euro ($823 million) deal to buy rival Aletti Gestielle from Italy`s third-largest bank Banco BPM, a source familiar with the matter told Reuters. S.p.A.

as financial advisor and by Gatti Pavesi Bianchi Studio Legale for legal matters. The Committee of Related Parties of ANIMA Holding was advised by Prof. Duccio Regoli on legal matters and by Equita SIM S.p.A. as Financial Advisor. The transaction, which is expected to be fully completed by the end of 2017, was approved today by the Boards of Directors of Banco BPM and Anima, subject to customary regulatory approvals. He added that bpm will receive further payments totalling €400 million as part of the divestment, of which €250 million will be in excess capital that Aletti will have to return to BPM towards the end of this year before the deal is finalised. .