Bper Banca — AGM Information 2017

Oct 26, 2017

MINUTES

of the Board of Directors meeting of the company "BPER Banca S.p.A.", with registered office in Modena, registered with the Register of Companies in Modena, tax code no. 01153230360.

REPUBLIC OF ITALY

This year two thousand and seventeen, on this 19th day of October

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19-10-2017
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At 11:45am

In Modena, at Via San Carlo 8/20.

Before me FRANCO SOLI, Notary and member of the Notary Board of the district of Modena, my practice being in Modena, personally appeared:

• LUIGI ODORICI, born in Guiglia, on the thirteenth of May in one thousand nine hundred and forty-seven (13 May 1947), domiciled for his office in Modena, at Via San Carlo 8/20, at the corporate head office; being party to this Deed not on his own behalf but

exclusively in his capacity as Chairman of the Board of Directors and legal representative of the company:

• "BPER Banca S.p.A.", with registered office in Modena, at Via San Carlo 8/20, with share capital of Euro 1,443,925,305.00 (one billion four hundred and

forty-three million nine hundred and twenty-five thousand three hundred and five), fully paid in, registered with the Register of Companies in Modena under its tax code no. 01153230360, and registered with the Index of Economic and Administrative Information under the no. 222528, registered with the Register of Banks kept at the Bank of Italy under the no. 4932, Parent Company of the banking group bearing the same name registered with the relevant Register kept at the Bank of Italy under the no. 5387.6, and therefore in the Bank's same interest.

The appearing officer, an Italian citizen, whose personal identity is known to me as Notary, hereby declares that a Board of Directors meeting of "BPER Banca S.p.A.", based in Modena, has been called here in this place on this day and at this time to discuss and resolve upon the items set out on the below

AGENDA:

Ordinary Session:

.... omitted ....

Extraordinary Session:

1) - Merger through absorption, pursuant to Article 2505 of the Italian Civil Code, of the subsidiary "NUOVA CASSA DI RISPARMIO DI FERRARA S.p.A.", a singlemember company, with headquarters in Rome, into the

company "BPER Banca S.p.A.", with headquarters in Modena; resolutions pertaining thereto and resulting therefrom.

The appearing officer requests me to attend the meeting of the Board of Directors of such company, drawing up official minutes - insofar as the items falling within the extraordinary session are concerned – in the form of a notary Deed.

Giving my consent as Notary, I acknowledge - based on the statements made by the Chairman - the following:

The Chairman of the Board of Directors, Luigi Odorici, takes the chair in the meeting, in accordance with the Articles of Associations and on unanimous appointment by those in attendance, and states and declares:

• that this meeting has been regularly called by written notice sent to all Board members and members of the Board of Statutory Auditors in due time, as provided for by the law and Article 24 of the Articles of Association;

• that in accordance with Article 24 of the Articles of Association there is also the possibility to attend the meeting by means of remote communications systems in audio-tele-video conferencing;

• that in addition to Luigi Odorici, Chairman of the Board of Directors, the following Bank's Directors are in attendance, Messrs.:

• Mara Bernardini, born in Modena, on 9 October 1957, domiciling therein, at Via Bernardino Ramazzini 15;

• Giosuè Boldrini, born in Verucchio (Rimini), on 31 July 1944, domiciling in Rimini, at Via Castellaccio 28/D, Vice-Chairman;

• Ettore Caselli, born in Maranello (Modena), on 28 October 1942, domiciling therein, at via Vittorio Veneto 29;

• Pietro Cassani, born in Imola (Bologna), on 12 November 1968, domiciling therein, at Via Casola Canina 51; (in attendance connected via audio-tele-video conferencing from Pianoro (Bologna));

• Pietro Ferrari, born in Modena, on 10 October 1955, domiciling therein, at Via Giovanni Muzzioli n.10; - Costanzo Jannotti Pecci, born in Bacoli (Naples), on 1 September 1952, domiciling in Naples, at Via Orazio

92;

• Roberto Marotta, born in L'Aquila, on 6 March 1948, domiciling therein, at Via Salaria Antica Ovest 8;

• Roberta Marracino, born in Udine, on 17 December 1967, domiciling in Cologno Monzese (Milan), at Via Einaudi 4;

• Alberto Marri, born in Modena, on 13 August 1954, domiciling in Carpi (Modena), at Via C. Marx 164, Vice-Chairman;

• Valeriana Maria Masperi, Esq., born in Argenta (Ferrara), on 4 November 1950, domiciling in Ravenna, at Via Mincio 11;

• Alessandro Vandelli, born in Modena, on 23 February 1959, domiciling in Modena, at Via Ugo da Carpi 57, C.E.O.;

• that the following Directors are excused absent: Alfonso Roberto Galante, Professor Elisabetta Gualandri and Professor Valeria Venturelli;

• that the members of the Board of Statutory Auditors are also in attendance,

• Antonio Mele, born in Galatina (Lecce), on 5 June 1968, domiciling in Milan, at Corso Giacomo Matteotti 3, Chairman;

• Carlo Baldi, born in Reggio Emilia, on 29 April 1939, domiciling therein, at Via Gutenberg 3, Statutory Auditor;

• Diana Rizzo, born in Bologna, on 21 July 1959, domiciling in Modena, at Largo Giuseppe Garibaldi 2, Statutory Auditor;

• Francesca Sandrolini, born in Bologna, on 13 March 1967, domiciling therein, at Piazza San Martino 1, Statutory Auditor;

• Vincenzo Tardini, born in Modena, on 7 February 1960, domiciling therein, at Corso Canalgrande 96, Statutory Auditor;

• that in attendance is also:

• Fabrizio Togni, born in Castellarano (Reggio Emilia), on 26 February 1957, domiciling therein, at Via Enrico IV 7, General Manager, in attendance pursuant to Article 24, paragraph 6, of the Articles of Association; and because invited by the Chairman the following are present, Messrs.:

• Eugenio Garavini, born in Modena, on the twenty-third day of November in one thousand nine hundred fiftyeight (23 November 1958), domiciling in Savignano sul Panaro, at Viale Gramsci 19, Deputy General Manager; - Gian Enrico Venturini, born in Forlimpopoli, on the seventh day of November in one thousand nine hundred an fifty-seven (7 November 1957), residing therein, at Via Massi 52, Deputy General Manager and General Counsel of the Bank;

• Pierpio Cerfogli, born in Modena, on the twentieth day of August in one thousand nine hundred and sixtytwo (20 August 1962), domiciling in Bomporto, at Via Verdeta 37, Deputy General Manager;

• Claudio Battistella, born in Turin, on 12 November 1955, residing in Turin, at Via Luigi Cibrario 12, Deputy General Manager;

• that in attendance as well is the Head of the Secretariat General Service, Emanuele Vasirani, providing technical support to the meeting;

• that those who attend the meeting by means of remote communication via audio-tele-video-conferencing were identified by the Chairman and were allowed to attend and participate in the discussion, to attend and participate in simultaneous voting, to receive, send or view documents, as well as to discuss verbally in real time about all items;

• that all the Directors in attendance meet the requirement as set out by the law in order to participate in this meeting and are still duly in office;

• that the Directors Giosuè Boldrini, Vice Chairman and Valeriana Maria Masperi, Esq. made a statement, pursuant to Article 2391 of the Italian Civil Code, about the existence of an interest on behalf of "Nuova Cassa di Risparmio di Ferrara S.p.A.", having regard to their respective positions as Chairman and Director of the same company.

The Chairman therefore declares that this meeting has been regularly constituted and can validly deliberate on the items on the agenda, in accordance with the law and the Articles of Association.

Starting the discussion on the items falling within the Extraordinary Session's agenda, the Chairman reminds at this meeting that the Board of Directors at the meeting held on 11 July 2017 approved the Draft Terms of the merger for absorbing the subsidiary "NUOVA CASSA DI RISPARMIO DI FERRARA S.p.A.", a single-member company, with headquarters in Rome, with share capital of Euro 223,958,714.00 (two hundred twenty-three million and nine hundred fifty-eight thousand and seven hundred and fourteen), fully paid in, registered with the Register of Companies in Rome under tax code no. 13613381006, into "BPER Banca S.p.A." based in Modena, and that alike resolution has been adopted by the Board of Directors of the above mentioned company to be merged on 11 July 2017.

The Chairman notes that the proposed merger falls within the transaction to acquire "Nuova Cassa di Risparmio di Ferrara S.p.A.", also aimed at simplifying the distribution, organizational and governance structure of the "BPER Banca Group" in order to achieve cost and revenue synergies and an overall improvement in operational efficiency.

The Chairman therefore points out at this meeting that the Draft Terms of the merger have been drafted on the basis of the simplified procedure - pursuant to Articles 2501-ter and 2505 of the Italian Civil Code, as amended by the Legislative Decree no. 123 of 22 June 2012, issued for implementing the provisions of Directive 2009/109/EC - since the merging company "BPER Banca S.p.A.", with registered office in Modena, already directly holds ownership and possesses all the 10,000,000 (ten millions) shares with no par value, representing the entire share capital of Euro 223,958,714.00 (two hundred twenty-three million nine hundred fifty-eight thousand seven hundred and fourteen) of the company to be merged "NUOVA CASSA DI RISPARMIO DI FERRARA S.p.A.", a single-member company, based in Rome.

He therefore specifies that as for the proposed merger the provisions of Article 2501-ter paragraph 1, numbers 3), 4) and 5) of the Italian Civil Code do not apply since there is no share exchange rate but a mere cancellation of the shares of the company to be merged - already wholly owned by the merging company - with no replacement and no share exchange, entailing just an accounting entry, therefore without causing any variation of the merging company's share capital; nor consequently do Articles 2501-quiquies and 2501-sexies of the Italian Civil Code apply since regulating respectively the managing body's report and the experts' report; to the contrary Article 2501-septies of the Italian Civil Code does apply limited only to the documents required under the simplified merger procedure.

The Chairman informs the participants that the proposed merger has been previously authorized by the European Central Bank, competent in this matter pursuant to Article 4 and 6 of the Regulation (EU) No. 1024/2013 and Article 57 of the Legislative Decree No. 385/1993, as amended by Article 1, paragraph 16, of the Legislative Decree No. 223 of 14 November 2016 - by the Decision ECB/SSM/2017 - N747OI7JINV7RUUH6190/34 dated 15 September 2017, notified to "BPER Banca S.p.A." on the same date; such authorization resulting also from the letter by Bank of Italy dated 15 September 2017, record no. 1110235/2017, addressed to the attention of "BPER Banca S.p.A." as Parent Company.

The Chairman announces that the Draft Terms of the merger of the above-mentioned companies have been respectively registered: for the merging company with the Register of Companies in Modena, on 18 September 2017; and for the company to be merged with the Register of Companies in Rome, on 18 September 2017; and that therefore this meeting is taking place in compliance with the 30-(thirty)-day period as required by Article 2501-ter, fourth paragraph, of the Italian Civil Code.

The Chairman also states and acknowledges that a copy of the Draft Terms of the merger have been filed with the merging company's registered office as of 18 September 2017, and therefore during the 30-(thirty) day period preceding this meeting - in compliance with Article 2501-septies of the Italian Civil Code – and have been filed all documents as required under the simplified merger procedure – in compliance with Article 2501-septies, first paragraph, of the Italian Civil Code and as required by Article 2505, second paragraph, of the Italian Civil Code - specifying in particular that the half-yearly Financial Report to be deemed as an Asset and Liability Statement for the merging company "BPER Banca S.p.A.", listed on regulated markets, and the Asset and Liability Statement of the company to be merged "NUOVA CASSA DI RISPARMIO DI FERRARA S.p.A." – both drawn up in accordance with Article 2501-quater of the Italian Civil Code - refer to the date of 30 June 2017, thus in compliance with terms as set out in Article 2501 quater, first and second paragraph, of the Italian Civil Code.

Furthermore the Chairman informs the participants that the documents - required by Article 2501-septies, first paragraph, of the Italian Civil Code - were made available to the public by posting them on the bank's web site upon notice therein published on 18 September 2017 as well as in the authorized storage facility.

The Chairman also declares:

• that the event under Article 2505, third paragraph, of the Italian Civil Code had not occurred upon notifying the merging company's shareholders - through the bank's website as well as on the newspaper "Il Sole 24 Ore" on 19 September 2017 - about their rights under the same Article 2505 of the Italian Civil Code;

• that terms and obligations under the simplified merger procedure have been abided by regarding what so far specified herein;

• that, insofar as possible, no major events nor substantial changes occurred with respect to the halfyearly Financial Report and the Asset and Liability Statement concerned, nor did significant changes occur to the assets and liabilities between the filing date of the Draft Terms of the merger with the company's registered office and today's date, pursuant to Article 2501-quinquies, third paragraph, of the Italian Civil Code, as introduced by the Legislative Decree No. 123 of 22 June 2012.

The Chairman informs as well those present, that pursuant to Article 2503-bis of the Italian Civil Code - at the time being there are no convertible bonds issued by the merging company nor by the company to be merged.

The Chairman Luigi Odorici then explains to those in attendance the details about the proposed merger implementation, specifies that it will be made through absorption, with legal and statutory effects taking place as of the date of the last between the registrations of the Merger Deed made with the competent Register of Companies, or as of a later date that will likely be set in the Merger Deed pursuant to Article 2504-bis, second paragraph, of the Italian Civil Code; while the effects for tax purposes and for the purpose of entering the business activities of the company to be merged into the merging company's financial statements shall take place as of 1st of July of the year in which the legal effects of the merger will take place, as allowed by Article 2504-bis of the Italian Civil Code.

At this point the Board of Directors exempts the Chairman from reading the Draft Terms of the merger as well as the other documents regarding the merger procedure, well known to all those participating.

The Chairman also states that the proposed merger transaction does not entail any amendments to the merging company's Articles of Association.

The Chairman notes that the provisions of Article 2501-bis of the Italian Civil Code dealing with mergers following leveraged buy-outs do not apply in this proposed merger transaction due to the non-existence of the required preconditions; and further states that this proposed merger transaction - since occurring between two company belonging to the same banking Group - does not fall within merger cases subject to being previously notified to the Competition and Market Authority pursuant to the Statutory Law No. 287/1990, and moreover the Chairman notes that any and all information to be provided to the trade unions and the trade associations - pursuant to Article 47 of the Statutory Law No.428/1990 and in accordance with the current collective labor agreement - have been notified upon terms as contractually set forth.

The Chairman therefore hands over me the following documents, to be attached to these minutes:

• a letter issued by the Bank of Italy notifying the occurred merger authorization, a certified true copy of which is hereby attached to this Deed under the letter "A", myself been exempted from reading it;

• a letter authorizing the merger issued by the European Central Bank, along with an Italian sworn translation, a certified true copy of which is hereby attached to this Deed under the letter "B", myself been exempted from reading it;

• a copy of the Draft Terms of the merger, along with the merging company's current Articles of Association, attached to this Deed under the letter "C", myself been exempted from reading them.

The merging company's half-year Financial Report as of 30 June 2017 shall be filed with the Register of Companies along with these minutes - under the combined provisions of Articles 2502-bis of the Italian Civil Code and 2501-septies of the Italian Civil Code - while the other documents required by the law and therein indicated have been already filed with the Register of Companies.

The Chairman expressly states that the documents submitted to me are consistent with what has been filed according to the law.

The Chairman of the Board of Statutory Auditors, Antonio Mele, in the name of the entire Board, declares that there is no objection to the resolutions concerned and expresses his reasoned opinion in favor of the proposed resolutions.

After that, as no one asks for permission to make a statement, the Chairman then submits to the Board of Directors for approval the following resolution: The Board of Directors of "BPER Banca S.p.A.":

• having heard the Chairman's proposals;

• having acknowledged and confirmed that any filing and disclosure obligations as required under the simplified merger procedure have been fulfilled, in accordance with the statutory and regulatory provisions currently in force;

• having taken note of the Board of Statutory Auditors' favorable opinion;

resolves:

1) - pursuant to Article 2505, second paragraph, of the Italian Civil Code, pursuant to Article 27 of the current Articles of Association, pursuant to the terms and conditions as set forth in Draft Terms of the merger, as filed, registered and published in accordance with the law, and attached to this Deed under the letter "C", to approve the merger through absorption of the subsidiary fully controlled and wholly owned "NUOVA CASSA DI RISPARMIO DI FERRARA S.p.A.", a single-member company, with headquarters in Rome, with share capital of Euro 223,958,714.00 (two hundred twenty-three million and nine hundred fiftyeight thousand and seven hundred and fourteen), fully paid in, registered with the Register of Companies in Rome under the tax code no. 13613381006, into the company "BPER Banca S.p.A.", with registered office in Modena, with share capital of Euro 1,443,925,305.00 (one billion four hundred and forty-three million nine hundred and twenty-five thousand three hundred and five) registered with the Register of Companies in Modena under the tax code no. 01153230360, by absorbing the first into the second, based on their respective Asset and Liability Statements as of 30 June 2017;

2) - to acknowledge that the merger shall be implemented without any increase of the merging company's share capital, but just through an accounting entry, previously cancelling - without replacement and without exchange - all the shares representing the entire share capital of the company to be merged, since the merging company "BPER Banca S.p.A." currently holds and will retain until the merger implementation all the shares and thus the entire share capital of the company to be merged "NUOVA CASSA DI RISPARMIO DI FERRARA S.p.A.", a single-member company, based in Rome;

3) - to set that the merger shall have legal and statutory effects vis-à-vis third parties from the date of the last registration of the Merger Deed with the competent Register of Companies, or from a further date as may be indicated in the Merger Deed; while the effects for tax purposes and for the purpose of entering the business activities of the company to be merged into the merging company's financial statements shall be as of 1st of July of the year in which the legal effects of the merger will take place, as allowed by Article 2504-bis of the Italian Civil Code, so that once all registrations have been made and once the terms as set by the law expire - with no objection being lodged in the meantime or anyway causing no prejudice to the provisions of Article 2503 of the Italian Civil Code and to Article 57 no. 3 of the Legislative Decree No. 385 of 1 September 1993 - and once finally the Merger Deed shall be executed, the company "BPER Banca S.p.A." with its headquarters in Modena, shall take full title to all assets and liabilities of the company to be merged "NUOVA CASSA DI RISPARMIO DI FERRARA S.p.A.", a single-member company, based in Rome, by taking over - in its favor and on its behalf - any and all assets and liabilities, all businesses, rights, obligations, legitimate interests and expectations toward any third party, actual possession and "de facto" situations, all debts, liabilities, guarantees, privileges, burdens, liens, easements, all commitments and nothing excluded o excepted, from the company to be merged; all the real estate properties, real estate rights, movable properties, plants, equipment, vehicles, motor vehicles, watercrafts, registered vehicles, goodwill and instrumental goods in general of the company to be merged; all its shareholdings of any kind and consistency also in cooperative companies and consortia, all securities and financial instruments, all typical and atypical contracts, named and unnamed, including current orders and contractual offers, lease contracts, even those contracts whose duration is beyond nine year, gratuitous bailment, leasing contracts, both active and passive, brands, trademarks, patents, distinctive symbols, corporate websites and domains, including permissions, licenses, authorizations, permits, deposits, security deposits, bank accounts, banking contracts, mortgages, loans or bank overdrafts, in general, all insurance contracts, supply agreements, contracting, transportation contracts, shipment contracts, agency contracts, powers of attorney, all salaried employment contracts with employees working at the time the merger occurs, along with their accrued and acquired rights, including pension and insurance obligations and the related allowances for seniority or dismissal, all rights, actions, litigations, lawsuits and disputes of any kind whatsoever and wherever rooted, in which the company to be merged is currently party to, and any being into existence on its name, even if herein not expressly indicated, nothing excluded and excepted, therefore wholly succeeding in all immovable and movable assets of the company to be merged;

4) - to acknowledge that there are no specific categories of shares granting rights other than those granted by ordinary shares nor securities other than shares, specifying moreover that none of the companies parties to this merger transaction have underway convertible bonds;

5) - to acknowledge that no special advantages have been granted to the Directors of the companies parties to this merger transaction;

6) - to confer to the Chairman of the Board of Directors and legal representative of the company, Luigi Odorici, and severally to the Vice-Chairmen, and to the Chief Executive Officer of the company in office, Alessandro Vandelli, any and all the necessary authority to implement - having expired the terms set by the law and no objection having been lodged in the meantime or in any case having complied with the provisions of Article 2503 of the Italian Civil Code and of Article 57, no. 3, of the Legislative Decree No. 385 of 1 September 1993 – the adopted resolutions, authorizing them to set relevant terms and conditions thereof, granting the power inter alia to manage the cancellation of the shares of the company to be merged, with no share replacement nor share exchange, including the right to be parties to this Merger Deed, to executed it, to insert customary clauses and - if need be - clauses concerning real estate rights or obligations that they may consider convenient and necessary, to give any appropriate consent, even provided through separate deeds and any subsequent amendments, corrections, ratifications, validations and confirmations thereto, and through any subsequent acts by which providing clarifications, additions, acknowledgements and corrections, along with the authority in particular to supervise, authorize and allow the transfer of registration, the recording and the filing - on behalf of the merging company - with the Public Land Registry, the Automobile Registry, the Patent and Trademark Office and with any other Authorities, Public Agencies or private entities, of all real estate properties, real rights, registered movables, movables, rights, claims, grounds for actions, deposits, security deposits, licenses, permits, authorizations, building permits, shareholdings, bank accounts, mortgages, loans, bank overdrafts, insurance policies, any contracts and existing legal relations on behalf of the company to be merged, including the power to more precisely describe and better identify the real estate property of the company to be merged, providing precise Land Registry data and relevant boundaries, also through separate deeds and subsequent additions, corrections, ratifications, validations and confirmations thereto; all the above by waiving any right to register legal charges and being exempted by the competent Registrars and Public Officers from any liability related thereto, along with the authority to make declarations, if and where necessary - pursuant to the Statutory Law No. 47 of 28 February 1985, to the Presidential Decree No. 380 of 6 June 2001 and subsequent amendments, to the Statutory Law No. 122 of 30 July 2010 and subsequent amendments - and also together with the authority to issue receipts and provide the usual collaterals on full ownership, quiet possession, clear title on movables and real estate immovable included in the merger transaction, along with a warranty against eviction and with the power in conclusion to do everything necessary, appropriate or required for achieving the best merger implementation, even though herein not expressly provided, all along with promise as of now that any action will be ratified and approved in order to comply with the law, so that no one could ever objects lack of, inaccuracy or indefiniteness of authority, including finally the power to make all possible amendments, additions or deletions to these official minutes that may be required by the competent Register of Companies upon filing this Deed or otherwise becoming necessary for its legal finalization".

The Chairman then puts the proposed resolution to vote by expressly declaring it, and after counting and counter-counting, said resolution results unanimously approved.

After that, having been examined all the items on the agenda and no one asking permission for making a statement, the Chairman declares the meeting adjourned, insofar as the items under the Extraordinary Session are concerned, at 12:30pm.

Costs of this Deed and all those resulting from it are borne by the company.

For tax purposes, the fixed registration fee is due, pursuant to Article 4, paragraph 1 of the Tariff attached to the Presidential Decree No.131 of 26 April 1986, and where applicable, any tax benefits under the Statutory Law No. 904 of 16 December 1977 shall apply.

The Chairman exempts me from reading the attachments to this Deed.

The appearing officer declares before me the following tax code number:

• "BPER Banca S.p.A.": 01153230360.

Having required so, I, Notary, have drawn up these official minutes and have read them to the appearing officer, who enquired by me, approves them by finding them in accordance with his will and reflecting true facts.

Written electronically for most part of it and hand-written for the rest on twenty-three pages and a few lines of text on the twenty-fourth page on stamped paper consisting of six sheets and signed by the appearing officer and by me Notary under terms as provided for by the law, at 12:30pm.

Signed by Luigi Odorici

Signed by FRANCO SOLI, Notary.