Bper Banca — AGM Information 2022

Jun 18, 2022

EXCERPT OF NOTICE OF ORDINARY SHAREHOLDERS' MEETING

An Ordinary Shareholders' Meeting of BPER Banca S.p.A. has been convened for 27 July 2022 at 9.00 a.m., in one call, in the meeting rooms of the "Monzani BPER Forum" at Via Aristotele 33 in Modena to discuss the following

AGENDA

1) Integration of the Board of Statutory Auditors: appointment of one Standing Auditor

* * * * *

Procedures for holding the Shareholders' Meeting

Pursuant to art. 106, para. 4, of Decree No. 18 dated 17 March 2020, enacted by Law No. 27 dated 24 April 2020, as amended, and art. 3, para. 1, of Decree No. 228 dated 30 December 2021 enacted by Law No. 15 dated 25 February 2022, attendance at the Shareholders' Meeting and voting by those entitled will only be allowed via the designated representative (the "Designated Representative") pursuant to art. 135-undecies of Legislative Decree 58/1998 (the "Consolidated Law on Finance"), in accordance with the instructions provided in the full version of the Notice of Call published on the Bank's website www.bper.it – Sito Istituzionale > Governance > Shareholders' Meeting.

* * * * *

Information concerning the share capital, as well as information concerning:

• entitlement to attend the Shareholders' Meeting and exercise the right to vote, which is only allowed through the Designated Representative, Computershare S.p.A. (record date: 18 July 2022);
• assignment of proxies/sub-proxies with voting instructions to the Designated Representative;
• additions to the agenda and/or submission of proposed resolutions on matters already on the agenda by Shareholders holding at least 2.5% of the share capital pursuant to art. 126 bis, para. 1, first sentence of the Consolidated Law on Finance (within ten days of publication of the Notice of Call on the Company's website);

• submission of candidates for the appointment of a Standing Auditor;

• submission of proposed resolutions by holders of voting rights pursuant to art. 126-bis, para. 1, third sentence of the Consolidated Law on Finance (by 12 July 2022).

• the right to raise questions on items on the agenda prior to the Meeting (by 18 July 2022);
• availability of the documents relating to the Shareholders' Meeting, including the explanatory report of the Board of Directors on the item on the agenda,

is provided in the full version of the Notice of Call, which can be found on BPER Banca's corporate website www.bper.it – Sito Istituzionale > Governance > Shareholders' Meeting, to which reference should be made.

* * * * *

The Company reserves the right to supplement and/or modify the content of the notice of call and this excerpt if, prior to the Shareholders' Meeting, changes to the applicable regulatory instructions and/or new measures adopted by the competent Authorities make revisions and/or updates necessary. Any changes and/or additions will be promptly disclosed in the same manner as for the publication of the notice and its excerpt.

Modena, 17 June 2022

BPER Banca S.p.A. The Chair Flavia Mazzarella

This excerpt of the Notice of call was published in the daily newspaper "Il Sole 24 Ore" on 18 June 2022. The notice is also available in the storage mechanism.

Contacts:

Investor Relations Corporate and Regulatory Affairs External Relations, Sponsorships & Events investor.relations@bper.it corporategovernance@bper.it rel.est@bper.it gilberto.borghi@bper.it

www.bper.it - https://istituzionale.bper.it/

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 2,100,435,182.40 - 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 - Phone no. 059.2021111 - Telefax no. 059.2022033 - e-mail: servizio.clienti@bper.it - PEC: bper@pec.gruppobper.it - bper.it – istituzionale.bper.it