FIRST SUPPLEMENT DATED 29 SEPTEMBER 2016 TO THE PROSPECTUS DATED 26 JULY, 2016

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1 FIRST SUPPLEMENT DATED 29 SEPTEMBER 2016 TO THE PROSPECTUS DATED 26 JULY, 2016 BANCA POPOLARE DI MILANO S.C. a r.l. (incorporated with limited liability in the Republic of Italy) 10,000,000,000 Covered Bond Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by BPM Covered Bond 2 S.r.l. (incorporated as a limited liability company in the Republic of Italy) This first Supplement (the "First Supplement") to the base prospectus dated 26 July 2016 (the "Prospectus") constitutes a supplement for the purposes of Article 13.1 of Chapter 1 of Part II of the Luxembourg Act dated 10 July, 2005 on prospectuses for securities as amended (the "Prospectus Act") and is prepared in connection with the Euro 10,000,000,000 Covered Bond Programme (the "Programme") established by Banca Popolare di Milano S.c.a.r.l. (the "Bank" or "Issuer") and guaranteed by BPM Covered Bond 2 S.r.l.. Capitalised terms used in this First Supplement, and not otherwise defined herein, shall have the same meaning ascribed to them in the Prospectus. This First Supplement constitutes a supplement to, and should be read in conjunction with, the Prospectus. The Issuer accepts responsibility for the information contained in this First Supplement. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this First Supplement is in accordance with the facts and contains no omissions likely to affect its import. Copies of this First Supplement and the document incorporated by reference in the First Supplement can be obtained from the registered office of the Issuer and are available on the Luxembourg Stock Exchange website ( The above documents will also be available on the Issuer's website ( ). Purpose of the First Supplement The purpose of this First Supplement is to update the information contained in the Prospectus in order to reflect certain recent relevant events. In particular, this First Supplement: A. incorporates by reference in the Prospectus (i) the press release entitled "Merger between Banco Popolare and BPM: received antitrust clearance" issued on 26 July 2016; (ii) the press release entitled "Bipiemme Group Results as at 30 June 2016 Approved" issued by the Issuer on 4 August 2016; (iii) the press releases entitled Popolare and BPM: Bank of Italy Authorization for Merger Issued" issued on 8 September 2016; (iv) the press releases entitled "Merger between 1

2 Banco Popolare and BPM: European Central Bank Authorization Issued" issued on 9 September 2016; (v) the press releases entitled "The Management Board Calls the Extraordinary General Meeting to Discuss the Merger with Banco Popolare" issued on 12 September 2016; (vi) the press releases entitled "BPM and BP Mantova Approve the Spin-Off as Part of the Merger between BPM and Banco Popolare" issued on 22 September 2016; (vii) the press releases entitled "Important Agreements signed by Banca Popolare di Milano and the Trade Unions with regard to BPM's Welfare Programme and Solidarity Fund" issued on 26 September

3 A. Documents Incorporated by Reference The information set out below supplements the section of the Prospectus headed "Documents incorporated by reference" appearing on pages 84, 85 and 86. By virtue of this First Supplement, the following documents which have previously been published or are published simultaneously with it and have been filed with the CSSF shall be incorporated by reference in, and form part of, the Prospectus: (a) the press release entitled Popolare and BPM: received antitrust clearance" issued by the Issuer and Banco Popolare Società Cooperativa on 26 July 2016; (b) the press release entitled "Bipiemme Group Results as at 30 June 2016 Approved" issued by the Issuer on 4 August 2016; (c) (d) (e) (f) (g) the press releases entitled Popolare and BPM: Bank of Italy Authorization for Merger Issued" issued by the Issuer and Banco Popolare Società Cooperativa on 8 September 2016; the press releases entitled Popolare and BPM: European Central Bank Authorization Issued" issued by the Issuer and Banco Popolare Società Cooperativa on 9 September 2016; the press releases entitled "The Management Board Calls the Extraordinary General Meeting to Discuss the Merger with Banco Popolare" issued by the Issuer on 12 September 2016; the press releases entitled "BPM and BP Mantova Approve the Spin-Off as Part of the Merger between BPM and Banco Popolare" issued by the Issuer and Banca Popolare di Mantova S.p.A.on 22 September 2016; the press releases entitled "Important Agreements signed by Banca Popolare di Milano and the Trade Unions with regard to BPM's Welfare Programme and Solidarity Fund" issued by the Issuer on 26 September The table below sets out the relevant page references with respect of the information incorporated by reference. Cross Reference List Document Information incorporated Page numbers Press release entitled Popolare and BPM: received antitrust clearance" issued on 26 July 2016 Press release entitled Bipiemme Group - Balance Sheet Reclassified 8 3

4 Document "Bipiemme Group Results as at 30 June 2016 Approved" issued on 4 August 2016 Information incorporated Bipiemme Group - Balance Sheet Reclassified Quarterly Evolution Bipiemme Group - Reclassified Profit & Loss Bipiemme Group - Quarterly Reclassified Profit & Loss Page numbers Popolare and BPM: Bank of Italy Authorization for Merger Issued" issued on 8 September 2016 Popolare and BPM: European Central Bank Authorization Issued" issued on 9 September 2016 "The Management Board Calls the Extraordinary General Meeting to Discuss the Merger with Banco Popolare" issued on 12 September 2016 "BPM and BP Mantova Approve the Spin-Off as Part of the Merger between BPM and Banco Popolare" issued on 22 September 2016 "Important Agreements signed by Banca Popolare di Milano and the Trade Unions with regard to BPM's Welfare Programme and Solidarity Fund" issued on 26 September 2016 The information incorporated by reference that is not included in the cross-reference list above, is considered as additional information and is not required by the relevant schedules of Regulation (EC) 809/2004 (as amended). 4

5 * * * * To the extent that there is any inconsistency between (a) any statement in this First Supplement or any statement incorporated by reference into the Prospectus by this First Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail. Save as disclosed in this First Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus. Investors who have already agreed to purchase or subscribe for the securities before this First Supplement is published have the right, exercisable within two working days after the publication of this First Supplement (being 3 October 2016) to withdraw their acceptances v