*

Changed Anima bid terms would allow UniCredit to walk away

*

Anima bid's value now up to 1.8 bln euros from up to 1.6

bln

*

Top shareholder Credit Agricole supported move

(Adds details in paragraphs 10-14; decline to comment from

UniCredit in 7)

By Andrea Mandala and Valentina Za

MILAN, Feb 28 (Reuters) -

Banco BPM on Friday secured shareholder approval

for its decision to pay more to buy fund manager Anima Holding

, a key plank of the Italian bank's defence strategy

against suitor UniCredit.

UniCredit in late November swooped on Banco BPM, which has

long been a natural takeover target for the bigger peer given

its roots in Italy's wealthy Lombardy region, where UniCredit's

market share is considered too small.

UniCredit's 10 billion euro all-share bid had put at risk

the buyout offer Banco BPM had launched two weeks earlier to

take full control of Anima.

The up to 1.8 billion euro Anima deal will boost the fees

BPM makes by selling Anima's mutual funds at bank branches, at a

time when interest rates are falling, compressing lending

margins.

Given UniCredit's buyout offer, Banco BPM had to receive

shareholder approval before raising its bid for Anima.

The proposal got backing from shareholders equivalent to

97.6% of BPM's capital present at the meeting, which was

attended by investors holding 56.6% of BPM's total capital.

UniCredit has reserved the right to drop its own offer

for BPM if the Anima bid's terms were to change. UniCredit did

not immediately respond to a request for comment on the outcome

of Friday's vote.

The shareholders also gave the board the power to waive

some of the conditions the bid is subject to, such as clinching

the Anima deal before knowing if the European Central Bank

grants it a favourable capital treatment known as 'Danish

Compromise'.

Banco BPM is now offering 7 euros for each Anima share,

versus 6.2 euros previously, to get the 77.6% of Anima it does

not already own. By 1428 GMT Anima shares were flat at 6.93

euros each.

Banco BPM shares lost 0.2% at 9.564 euros, compared with

the 8.825 euro price implicit in UniCredit's all-share bid.

UniCredit had originally offered a 0.5% premium to the

market price, which has since turned into a near 8% discount as

investors bet on a sweetener. UniCredit CEO Andrea Orcel has not

ruled out adding a cash top-up.

Banco BPM's top shareholder Credit Agricole

attended Friday's meeting, according to a person close to the

French bank. That means it backed the proposal, given that only

shareholders holding less than 3% of BPM's capital failed to

vote in favour.

Credit Agricole is awaiting the European Central Bank's

authorisation to raise its BPM stake above the current 9.9%. In

December it disclosed a derivatives deal for an additional 5.2%

stake.

A filing on Thursday showed that

Deutsche Bank has now

acquired a 5.2% stake in BPM.

Three sources close to the matter on Friday

said the stake is held on behalf of Credit Agricole.