Bper Banca — Board/Management Information 2024

Apr 30, 2024

PRESS RELEASE

Verification of the independence requirement

and establishment of Board Committees

Modena – 30 April 2024. BPER Banca informs that, at its meeting today, the Board of Directors verified the existence of the requirement of independence for the non-executive Directors who declared themselves to be independent when the lists were filed. Following the assessment, which was conducted on the basis of the qualitative and quantitative criteria adopted by the Bank to verify the significance of any commercial, financial and professional relationships of the Directors, the Board ascertained that the following Directors qualify as independent pursuant to Art. 17, paragraph 4, of the Articles of Association (i.e. pursuant to Article 148, paragraph 3, of the Consolidated Law on Finance, as referred to in Article 147, paragraph 4, of the Consolidated Law on Finance; Article 26 of the Consolidated Law on Banking, as set forth in Article 13 of Decree No. 169/2020 of the Ministry of Economy and Finance; Recommendation 7 of the Corporate Governance Code), as they meet all the requirements of independence set forth therein:

• − Elena Beccalli;
• − Silvia Elisabetta Candini;
• − Maria Elena Cappello;
• − Matteo Cordero di Montezemolo;
• − Angela Maria Cossellu;
• − Piercarlo Giuseppe Italo Gera;
• − Andrea Mascetti;
• − Monica Pilloni;
• − Stefano Rangone;
• − Fulvio Solari;
• − Elisa Valeriani.

According to the terms and by the deadlines set by regulations in force, the Board of Directors will proceed to a thorough verification of the fit and proper requirements and criteria that are necessary for the performance of the assignment.

The CVs of all the members of the Board of Directors and the Board of Statutory Auditors are available on the Bank's website (https://group.bper.it/), unabridged as part of the documentation submitted with the lists for the appointment of the Corporate Bodies (Governance - Shareholders - 2024 Shareholders' Meeting section) and abridged in the section dedicated to the Corporate Bodies (Governance - Corporate Bodies).

Notice is also given that, at the same meeting, the Board of Directors confirmed the establishment of the following Board Committees, with powers and functions in compliance with the regulatory provisions in force, including supervisory requirements:

• − Control and Risk Committee, comprising Monica Pilloni (Chair), Angela Maria Cossellu, Piercarlo Giuseppe Italo Gera, Fulvio Solari, Elisa Valeriani;
• − Nomination and Corporate Governance Committee, comprising Matteo Cordero di Montezemolo (Chair), Antonio Cabras, Silvia Elisabetta Candini;
• − Related-Parties Committee, comprising Elena Beccalli (Chair), Silvia Elisabetta Candini, Fulvio Solari;
• − Remuneration Committee, comprising Maria Elena Cappello (Chair), Gianfranco Farre, Andrea Mascetti;
• − Sustainability Committee, comprising Antonio Cabras (Chair), Maria Elena Cappello, Andrea Mascetti.

With regard to interests held in BPER Banca S.p.A.'s share capital by the members elected at the Shareholders' Meeting of 19 April last, notice is hereby given that Director Piercarlo Giuseppe Italo Gera is, to date, the holder of 6,820 Company shares. To the extent known, the remaining members do not hold any shares in the Bank.

BPER Banca S.p.A.

This press release is also available in the storage system.

Contacts:

Investor Relations	Corporate and Regulatory Affairs	External Relations
investor.relations@bper.it	governance.marketabuse@bper.it	relest@bper.it
		bper.it - group.bper.it

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