Bper Banca — Investor Presentation 2020

Feb 18, 2020

BPER strategic growth Creating shareholder value through the acquisition of a sizeable going concern

18th February 2020

Agenda

BPER at a glance

One of the largest banking groups in Italy focused on traditional business

#6th banking group by total asset

• Other institutionals
• Floating

Widespread national presence and strong multi-regional footprint

P&L (€m) Total banking income Operating expenses LLPs Profit before taxes Net income B/S (€bn) Gross Net Loans to customers 55.3 52.0 o/w Performing 49.2 49.0 o/w NPEs 6.1 3.0 Direct deposits Indirect deposits Asset quality Gross Net NPE ratio 11.1% 5.8% NPE Coverage 51.0% Regulatory capital (€bn) CET1 capital FL 58.1 (1,687) (449) 417 380 4.2 117.4 Key financials 2019 2,276 Branches network Key financials 2

CET1 ratio FL (%) 12.0%

34.6

RWAs FL

Notes 1 Market share by branches

2 Including contribution from Unipol Banca and Arca SGR since 1st July 2019

Overview of the Transaction

2

Acquisition of a going concern from Intesa Sanpaolo including up to #400-500 branches, c. #1.2m clients and €20-23bn of loans significantly enhancing competitive positioning in Italy

On 17 February 2020, the Board of Directors of BPER Banca approved the execution of an agreement with Intesa Sanpaolo, pursuant to which BPER will purchase a going concern from Intesa Sanpaolo (the "Transaction"), subject to, inter alia, the completion of the voluntary public exchange offer launched by the same Intesa Sanpaolo on the entire share capital of UBI Banca

• Loans to customers: €20-23bn
• Key guiding principles
• RWA: maximum €15.5bn¹
• Clients: +#1.2m
• Branches: #400-500 (mainly located in northern Italy, with a specific focus on Lombardia)
• Asset quality: in line with UBI at the reference date²
• Allocated capital: in line with UBI CET1 ratio at the reference date² (12.3% as of FY'19)
• Only including assets and liabilities strictly related to the branches acquired (i.e. not including head office and central structures, and no obligations envisaged with reference to current distribution agreements)

The going concern perimeter has been preliminary identified based on public information and is subject to changes provided that the abovementioned criteria are all met

Notes 1 Including credit and operational risk RWA 2 The determination of such parameters will occur at a specific reference date, which is currently expected to be 30 June 2020.

Overview of the Transaction

Preliminary timetable

Strategic rationale

Paving the way for further sound and sustainable growth

Strategic rationale

BPER has a successful M&A track-record given it has achieved significant scale and strengthened its performance and balance sheet also through the acquisition and merger of a number of banks

6

Highly complementary branches network which will significantly enlarge BPER "multi-regional presence" in the wealthiest northern Italian regions

#2.7m clients

Notes

#1.2m clients #3.9m clients

Greater than 7.5% Between 5% and 7.5% Between 2.5% and 5% Lower than 2.5%

Market shares

Sizeable add-on with solid profitability confirming a clear strategic path

Notes At last reporting date before closing of the Transaction (currently envisaged at 30.06.20) Based on €20bn of loans to customers Based on €23bn of loans to customers

As envisaged in contractual agreements with ISP

Compelling pricing which represents a discount to average trading multiples observed for key peers

Transaction implied multiples significantly lower vs Italian listed banks average for a going concern which is characterized by a lean cost structure and a compelling profitability

Further value upside for BPER shareholders from potential synergies

Notes 1 Bloomberg as of 17.02.20

2 Include Intesa Sanpaolo, UniCredit, UBI, BancoBPM and Credem

Expected internal financial metrics – Sensitivity analysis to credit risk RWA density and loans to customers

Estimated assuming a P/CET1 of 0.55x applied on allocated capital @12.3%² of going concern RWA³

1 Preliminary estimated based UBI Banca individual credit risk weight based on latest available report

2 In line with UBI CET1 ratio. It will be based on UBI last reporting date before closing of the Transaction (currently envisaged at 30.06.20)

3 Including credit risk RWA, operational risk RWA equal to €1.5bn and other RWA mainly related to real estate and other assets (assuming a 100% risk weight)

Expected internal financial metrics – Price consideration and badwill generated

Expected internal financial metrics – EPS accretion / (dilution)

price

Expected impacts

BPER to become the 5th largest Italian banking group by total assets and 4th by branches

Going concern

Notes 1 Based on the mid point of the range of loans to customers potentially included in the going concern (€20-23bn)

2 Based on the mid point of the range of branches potentially included in the going concern (#400-500) net of already defined closures within the business plan horizon

Expected impacts

Increased scale and attractive financial impacts enhancing group KPIs¹

Notes

1 Preliminary estimate of the going concern figures based on publicly available information assuming an amount of loans to customers equal to c. €21.5bn and RWA credit risk density at 45%

2 Includes direct and indirect deposits

Closing remarks

Paving the way for further sound and sustainable growth	• Further growth and business development through the acquisition of c. #1.2m clients and #400-500 branches
	• Operating efficiency benefits (no head/back office legacy)
	• Potential value creation through cross selling of BPER products to the newly acquired customers (no obligations envisaged with reference to current distribution agreements)
	• De-risking acceleration and solid capital position - gross NPE ratio at c. 8% (<5% net) and CET1 ratio FL at c. 12.5% by 2020YE

Significant scale increase	th • BPER to become the 5 largest Italian banking group by total assets
	• Highly complementary branches network which will significantly strengthen the group presence in the more productive and dynamic areas of the country (market share in Lombardy >6%)

Value creation for shareholders	• Compelling pricing which represents a discount to average trading multiples observed for key peers • High return on investment (c. 15-20%) • Accretion in EPS by c. 6% in 2021
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Contacts for Investors and Financial Analysts

Gilberto Borghi

Head of Investor Relations

Via San Carlo, 8/20 - 41121 Modena - Italy

+39 059 2022194

gilberto.borghi@bper.it

Giulia Bruni Investor Relations

Via San Carlo, 8/20 - 41121 Modena - Italy +39 059 2022528

giulia.bruni@bper.it

Nicola Sponghi Investor Relations

Via San Carlo, 8/20 - 41121 Modena - Italy

+39 059 2022219

nicola.sponghi@bper.it

Notes