Bper Banca

M&A Activity • Nov 28, 2025

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Data/Ora Ricezione : 28 Novembre 2025 17:30:08

Oggetto : Filing with the registered office of the plan for

the merger by absorption of Banca Popolare di

Sondrio into BPER Banca

Testo del comunicato

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THIS DOCUMENT MAY NOT BE DISCLOSED, PUBLISHED, OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR IN ANY COUNTRY WHERE ITS DISCLOSURE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS OF SUCH JURISDICTION

PRESS RELEASE

FILING WITH THE REGISTERED OFFICE OF THE PLAN FOR THE MERGER BY ABSORPTION OF BANCA POPOLARE DI SONDRIO INTO BPER BANCA

Modena - Sondrio, 28 November 2025 – Following the press release published on 5 November 2025, notice is hereby given that the plan for the merger by absorption of Banca Popolare di Sondrio S.p.A. ("BP Sondrio") into BPER Banca S.p.A. ("BPER" and, together with BP Sondrio, the "Companies Participating in the Merger") – approved by the Boards of Directors of BPER and BP Sondrio on 5 November 2025 – has been filed today with the relevant registered offices of the Companies Participating in the Merger.

In this regard, it should be noted that the merger plan will be filed with the Companies' Registers where the Companies Participating in the Merger have their registered office – for the purposes of registration pursuant to Article 2501-ter, paragraph 3, first sentence, of the Italian Civil Code – and it will be made available on their websites (for BPER: https://group.bper.it and for BP Sondrio: https://istituzionale.popso.it), as well as through the authorised storage mechanism, only once the necessary authorizations for the merger have been released by the competent Supervisory Authorities.

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This document may not be disclosed, published, released or distributed, in whole or in part, directly or indirectly, in any jurisdiction where the distribution of such information would constitute a violation of applicable laws or regulations of such jurisdiction.

BPER Banca S.p.A. with head office in Via San Carlo 8/20, Modena, Italy – Tax Code and Modena Companies Register no. 01153230360 – Company belonging to the BPER BANCA GROUP VAT no. 03830780361 – Share capital Euro 2,953,383,946.57 - ABI code 5387.6 - Register of Banks no. 4932 - Member of the Interbank Deposit Protection Fund and of the National Guarantee Fund - Parent Company of the BPER Banca S.p.A. Banking Group registered in the Register of Banking Group no. 5387.6 - PEC: bper@pec.gruppobper.it - bper.it – group.bper.it This document does not constitute and is not intended to constitute an offer, sale or solicitation to purchase or otherwise acquire any securities in the United States of America. The shares of BPER Banca S.p.A. referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly in the United States absent registration or an applicable exemption

from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. None of the parties involved in the Merger intend to register any portion of the securities referenced herein in the United States or conduct a public offering of the securities in the United States.

BPER Banca S.p.A. Banca Popolare di Sondrio S.p.A.

This press release is also available in the storage mechanism EmarketStorage.

Contact information:

Investor Relations	Corporate and Regulatory Affairs	Media Relations
investor.relations@bper.it	governance.marketabuse@bper.it	mediarelations@bper.it	www.bper.it- https://group.bper.it/
Investor Relations	Image Building
Michele Minelli 0342-528.745 michele.minelli@popso.it	Cristina Fossati, Denise Recchiuto 02-890.11.300 popso@imagebuilding.it