Bper Banca — Governance Information 2021

May 20, 2021

PRESS RELEASE

Verification of the requirements of the Bank's representatives

Modena – 20 May 2021. The Board of Directors and the Board of Statutory Auditors of BPER Banca S.p.A., on the basis of the declarations made and the information available to the company, ascertained, as a result of separate processes activated by each body and in compliance with the prescribed term of thirty days from the appointment, the possession of the requisites envisaged by the applicable legislation in force and by the Articles of Association by each of the respective members in office.

With reference, in particular, to the independence requirements of the Directors, at the outcome of the verification by the Board of Directors, they were found to be independent, pursuant to article 17 paragraph 4 of the Articles of Association, and therefore in accordance with (i) the Decree of the Ministry of Economy and Finance no. 169/2020, (ii) of Legislative Decree no. 58 of 1998 and (iii) of the recommendations contained in the Corporate Governance Code, the Chairman, Flavia Mazzarella, and the Directors Elena Beccalli, Silvia Elisabetta Candini, Maria Elena Cappello, Cristiano Cincotti, Gianfranco Farre, Alessandro Robin Foti, Gianni Franco Papa, Marisa Pappalardo and Monica Pilloni.

Directors in possession of the independence requirements, as declined by article 17 paragraph 4 of the Articles of Association, there are therefore ten, more than the minimum set by the applicable supervisory regulations in force, referred to in article 17, paragraph 3, of the Articles of Association, and the minimum number recommended by the Corporate Governance Code.

With regard to the independence requirements of the Statutory Auditors, at the outcome of the verification by the Board of Statutory Auditors all the members of the supervisory body were found to be independent pursuant to Legislative Decree no. 58 of 1998, of the Decree of the Ministry of Economy and Finance no. 169/2020, as well as the recommendations contained in the Corporate Governance Code.

The Board of Directors and the Board of Statutory Auditors also considered the respective composition adequate with reference to both quantitative and qualitative aspects required by current legislation and verified its compliance with that identified as optimal.

BPER Banca S.p.A.

This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

Contacts:

Investor Relations Corporate and Regulatory Affairs External Relations and CSR investor.relations@bper.it corporategovernance@bper.it rel.est@bper.it

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

The press release is also available in the storage mechanism.

This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.