Bper Banca — AGM Information 2018

Feb 28, 2018

Ordinary Shareholders Meeting of 14 April 2018

Report on point 3) of the agenda

Appointment of the Board of Statutory Auditors for the three-year period 2018-2020

BPER Banca S.p.A, head office in Modena, via San Carlo, 8/20 -Tax Code, VAT number and Modena Companies Register no. 01153230360 - Share capital Euro 1,443,925,305 ABI Code 5387.6 - Register of Banks no. 4932 - Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund - Parent Company of the BPER Banca S.p.A. Banking Group - Register of Banking Groups no. 5387.6 - Tel. 059.2021111 - Telefax 059.2022033 - e-mail: bpergroup@bper.it - Certified e-mail (PEC): bper@pec.gruppobper.it - www.bper.it

BPER Banca S.p.A.

Ordinary Shareholders' Meeting 14 April 2018

Report as per art. 125-ter CFA Point 3) of the agenda Appointment of the Board of Statutory Auditors for the three-year period 2018-2020

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Shareholders,

with reference to point 3) of the agenda of the Ordinary Shareholders' Meeting, the Board of Directors of BPER Banca has called you to vote on the appointment of the members of the Board of Statutory Auditors, by means of voting lists, to replace the Statutory Auditors who have completed their term of office.

Further to Art. 31, paragraph 1, of the Articles of Association the Shareholders Meeting appoints seven Statutory Auditors: five serving members, including the Chairman, and two alternate members.

The Statutory Auditors must meet the requirements established by current law – including those provided for in Legal Decree no. 162 of 30 March 2000 ("Regulation setting the requirements for professionalism and good repute of members of the board of statutory auditors of listed companies under article 148 of legal decree no. 58 of 24 February 1998") – and in the Articles of Association.

Attention is drawn, in particular, to the fact that, pursuant to art. 31, paragraph 2, of the Articles of Association, the Chairman of the Board of Statutory Auditors must have at least five years' experience in the audit of companies in the banking, investment or financial sector.

The following Statutory Auditors have completed their term of office:

• Antonio Mele (Chairman),
• Carlo Baldi (Serving member),
• Diana Rizzo (Serving member),
• Francesca Sandrolini (Serving member),
• Vincenzo Tardini (Serving member),
• Giorgia Butturi (Alternate member),
• Gianluca Spinelli (Alternate member).

As regards the manner for presenting the lists for the election of the members of the Board of Statutory Auditors, reference should be made to art. 32 of the Articles of Association, as well as to the "Instructions" included in the notice of calling of the Shareholders' Meeting. Shareholders who intend submitting lists are reminded that the first candidate indicated in the section of the list dedicated to Serving Auditors must meet the specific requirements established for covering the position of Chairman of the Board of Statutory Auditors, mentioned above.

The lists deposited and admitted shall be made available to the public at the Bank's registered office and on its website www.bper.it – Area Istituzionale > Governance > Corporate Bodies > Shareholders' Meeting, as well as on the websites of the stock

exchange management company Borsa Italiana S.p.A. www.borsaitaliana.it and of the authorized storage device managed by Computershare S.p.A. , within the deadlines envisaged by current law and the Articles of Association.

The appointment of the members of the Board of Statutory Auditors is governed by art. 33 of the Articles of Association.

Modena, 28 February 2018

BPER Banca S.p.A. The Chairman Luigi Odorici