Bper Banca — AGM Information 2023

Apr 26, 2023

PRESS RELEASE

Results of the Ordinary Shareholders' Meeting of 26 April 2023

• BPER Banca S.p.A. separate financial statements for 2022 with net profit of Euro 1.294 billion approved
• Distribution of EUR 0.12 dividend (vs. EUR 0.06 in 2021)
• Other items on the Shareholdings' Meeting agenda approved, including 2023 Report on Remuneration Policy
• 2022 BPER Group Sustainability Report:
  • o Euro 3.2 billion in wealth generated and redistributed to the local areas and communities
  • o Euro 4.5 billion worth of ESG loans granted to businesses
  • o over 99% of BPER Group demand for electricity covered with renewable energy (100% for the Parent Company)

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Modena, 26 April 2023. BPER Banca S.p.A. informs that the Ordinary Shareholders' Meeting, which was held in Modena today, approved the statutory financial statements for 2022 and the proposed distribution of a cash dividend of Euro 0.12 per share for each of the 1,415,850,518 ordinary shares representing the share capital, for a maximum total amount of Euro 169,902,062.16 (net of those which will be held in the portfolio on the ex-date, on which no dividend will be paid). The dividend will be paid as of 24 May 2023 (payment date), with date of detachment of coupon (ex-date) on Monday, 22 May 2023 and date of entitlement to payment under art. 83-terdecies of the Consolidated Law on Finance (record date) on Tuesday, 23 May 2023.

The Meeting additionally approved:

• Part I and II of the 2023 Report on Remuneration Policy and compensation paid, respectively with a binding and non-binding resolution;
• the short-term incentive plan based on financial instruments pursuant to Article 114-bis of the Consolidated Law on Finance, as described in the relevant information document;
• the authorisation to purchase and dispose of up to 6,700,000 ordinary shares of BPER Banca S.p.A. (not exceeding a total amount of Euro 13 million), with no par value, to service the 2023 MBO incentive scheme and the 2022-2025 Long-Term Incentive (LTI) Plan (as last approved by the Shareholders' Meeting of 5 November 2022), in addition to any severance payments due, under the terms and conditions specified in the Board of Directors' Explanatory Report to the Shareholders' Meeting;
• integration of the fees paid to Deloitte & Touche S.p.A., appointed as independent auditors for the period 2017-2025, in accordance with the terms proposed by the Board of Statutory Auditors.

The summary account of the voting procedure and the minutes of the Shareholders' Meeting will be made available to the public by the deadlines and according to the procedures set out by regulations in force.

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At the Shareholders' Meeting, the Sustainability Report, the TCFD (Task Force on Climate Related Disclosure) Report and the Principles for Responsible Banking Report were also presented, in which the Bank highlights the initiatives it has put in place to promote responsible and sustainable banking and to assess and manage environmental, social and governance risks.

Below are some of the highlights of the Group's performance in 2022:

• Euro 3.2 billion in wealth generated by the BPER Group as against EUR 2.9 billion in the previous year; Euro 4.5 billion worth of ESG loans were granted to businesses;
• reduction in CO2 emissions by approximately 50 thousand tonnes, equal to the CO2 absorbed by a forest of more than 71 thousand trees, not least as a result of over 99% of the BPER Group's demand for electricity being covered with renewable energy (100% for the Parent Company);
• Euro 5.6 million allocated to cultural, social, environmental and (youth and non-professional) sports projects and over 73,000 young people involved in training initiatives, mainly in financial education projects.

BPER Banca S.p.A.

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BPER Banca S.p.A., 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 2,104,315,691.40 - 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. +39 059.2021111 - Telefax +39 059.2022033 - e-mail: servizio.clienti@bper.it - Certified e-mail (PEC): bper@pec.gruppobper.it - bper.it – istituzionale.bper.it