Bper Banca

Investor Presentation • Feb 7, 2025

Voluntary Public Exchange Offer on all Banca Popolare di Sondrio shares

Strengthening BPER growth while creating value for all stakeholders

MILAN | FEBRUARY 7TH | 2025

Agenda

Executive summary

Strategic rationale

Transaction structure and expected timeline

Final remarks

Strengthening BPER growth while creating value for all stakeholders

		Combined pro-forma key financials
Attractive offer at c. 6.6% premium vs. closing price1 th on February 5 and c. 10.3% vs. VWAP last 3M	~€380bn	TFA (rank #3 with ~7% market share)
Unique opportunity to combine two banks with similar DNA, a robust business model fit and highly complementary franchises with shared product factories		Total clients in Italy
		% of Italian GDP
A stronger and more resilient Italian banking group to withstand future challenges and better support retail, private, SMEs and corporate clients with a complete product offering	~#2k	# of banking branches
	~€125bn	Net loans to customers
Significant value creation from synergies with limited social impacts as demonstrated by BPER track-record in precedent similar M&A transactions	~€155bn	Direct funding2
	~15.3%	CET1 ratio 24E pro-forma3 (%)
EPS accretive transaction, with more than €2bn combined net income by 2027E	>€7bn	Total revenues 2027E
Strengthening and accelerating B:Dynamyc Full Value 2027, while reinforcing commitment to	>€2bn	Net income 2027E
ESG and sustainability	~15%	RoTE4 2027E

Notes: 1. FactSet as of 05/02/2025, based on official prices; 2. Including securities issued; 3. Combined entity's capital position as of 2024 YE pro-forma for 75% integration costs to be expensed in 2025; 4. Calculated as: combined net income 2027E / Tangible Book Value 2027E based on CET1 ratio target of 14.5%

Agenda

Executive summary

Strategic rationale

Transaction structure and expected timeline

Final remarks

BPSO is the partner with the best industrial fit for BPER

1	Leading presence in Lombardy with a sizeable client base	• With a market share of ~7%, BPSO has a leading presence in Lombardy, one of the most dynamic regions in Europe • The trusted bank for ~#1m clients, which will have the opportunity to continue to be partner of a stronger and more resilient banking group
2	Complementary networks with negligible overlap	• Negligible branch network overlap, with BPSO being a leading bank in Valtellina • BPSO's clientele is mainly corporate and SMEs, which would improve the combined group's business mix
3	Similar business model and cultural fit	• Similar business model, market positioning and proximity coverage • A rooted client-focus culture to support Italian families, small businesses, corporate, local communities • Similar management values strongly oriented towards excellence and business sustainability
4	Common long terms partners and shared product factories	• Common long-term partners and shared product factories in asset management (Arca SGR), bancassurance (Arca Vita & Arca Assicurazioni) and leasing (Alba Leasing)
5	Sound risk profile	• A sound balance sheet with a robust asset quality profile and a prudent NPE coverage of ~62% • BPSO has a CET1 ratio of ~15%, among best-in-class in Italy along with BPER

Combining two similar banks to build a stronger, leading Italian banking group

Enhanced competitive positioning	• BPER to reinforce its leading position in the Italian banking landscape, while preserving and further building upon BPSO legacy and brand • Consolidate BPER competitive positioning as the 3rd Italian bank by TFA, deposits and loans in Italy, with a pro-forma market share of ~7% • Strengthen the footprint in Northern Italy by integrating two high quality and complementary franchises • BPSO historical brand will be preserved in all historical areas
Strong strategic fit and improved operational productivity	• Strong business model fit able to combine the benefits of a national group with those of the proximity model bank • Enhance top-line growth by expanding fee-income-generating businesses through an improved range of products and services across all client segments, while also leveraging the excellence of shared product factories • Ample scope to capitalize on economies of scale and strengthened investment capabilities (i.e. technology, digital banking, security, etc.)
Significant value creation with low execution risk	• ~€290m expected synergies to be realised in full by 2027, with a smooth integration and limited social impacts • ~€100m estimated pre-tax revenues synergies from improved network productivity and cross-selling opportunities stemming from the integration and optimisation of value-added businesses (i.e. Private Banking / Wealth Management, Consumer Finance, Factoring and Payments) • ~€190m estimated pre-tax cost synergies, mainly from improved operational efficiency and sharing of investments in technology • Low execution risk given BPER proven track-record to successfully integrate similar banks with limited business disruption and social impacts • One-off integration charges estimated at ~€400m pre-tax, 75% expensed in 2025 and the remaining in 2026
A stronger Italian bank	• A solid and more resilient group to exploit future opportunities and withstand future challenges • The new group will be able to generate a large revenues base well above €7bn and deliver ~€4bn operating income1 by 2027E • A sound asset quality (net NPE ratio at 1.1%) and capital position among best in class (CET1 ratio of 15.3%2 )
Strengthening and accelerating B:Dynamyc Full Value 2027	• The combination with BPSO is fully coherent with B:Dynamyc Full Value 2027 strategic objectives, strengthening and accelerating BPER path for high quality and sustainable growth • Combined net income 2027E above €2bn with a RoTE3 '27E of ~15%, leveraging on improved revenue dynamics, enhanced efficiency and sound risk profile

Notes: 1. Calculated as total revenues – operating costs (incl. D&A); 2. Combined entity's capital position as of 2024 YE pro-forma for 75% integration costs to be expensed in 2025; 3. Calculated as: combined net income 2027E / Tangible Book Value 2027E based on CET1 ratio target of 14.5%

Creating value for BPSO stakeholders through an excellence-driven project

	• Benefit from BPER's superior stock liquidity compared to BPSO current level, with the combined entity offering even greater potential
Shareholders	• Hold a stock in a more solid and resilient group, with a more robust operating income1 generation able to withstand potential future challenges
	• Participate to the envisaged value creation of the combined entity generated through synergies
	• Benefit from improved profitability and capital generation with a higher pay-out ratio, ultimately leading to a more attractive and sustainable shareholders' remuneration
	• Reinforcing and broadening the proximity coverage model thus becoming "GO-TO bank" for families, SMEs and corporate
Clients Families, SMEs, Communities, Territories	• Strengthening (i) investment capacity in product & service innovation and digitalisation, and (ii) ability to scale-up investments in technology, i.e. acceleration to cloud application, cybersecurity, adoption of AI/GenAI
	• Reinforcing ESG commitment with strong focus on green transition and inclusivity, ensuring sustainable progress for communities and local economies
	BPSO's workforce to be fully empowered in the new group
	• Up-skilling programs to support development and career opportunities
Employees	• Initiatives to optimize people talent towards high added-value activities
	• Possibility to extend BPER Academy project, launched in January 2025, to BPSO's employees to further support their professional development and strengthen skills in digitalization and technological development

Consolidating BPER role as a leading Italian bank

The combination with BPSO will consolidate BPER leading position in the rapidly evolving Italian banking landscape

Sources: Company filings, Assoreti, Bank of Italy

Notes: Italian Peers including Intesa Sanpaolo, Unicredit, Banco BPM, Banca MPS, Credit Agricole Italia, Credem and BNL. Data as of September 2024, Peer 5 as of June 2024 and Peer 7 as of December 2023

Improved coverage and competitive positioning in the Italian landscape

With a nationwide market share exceeding 10%, the new group will have a strengthened foothold in Northern Italy which generates ~70% of the country's exports

Sources: Publicly available information, ABI, Istat

Notes: 1. Ranking based on branches only – excluding financial shops and "Tesoreria"; 2. Market share on banking branches

Combining the benefits of a nation-wide group with those of a proximity model bank

A large franchise of ~6m clients with a more balanced mix among private, retail, SMEs and corporate

Sources: Company filings

Notes: Italian Peers including Intesa Sanpaolo, Unicredit, Banco BPM, Banca MPS, Credit Agricole Italia, Credem and BNL. 1. Core revenues breakdown as of December 2023, including net interest income and net commission income. For BPER excluding finance, corporate centre and other assets, for BPSO excluding central functions and securities

Strong business fit allowing to enhance offer proposition and increase share of wallet

Capitalizing on the excellence of shared product factories, the new group will enhance product and service offering across all client segments, delivering high top-line growth mainly through fee-generating businesses

Significant value creation with low execution risk

~€290m annual synergies at run-rate, to be fully achieved in 2027

Pre-tax annual synergies at run-rate (€m)

• Envisaged revenues synergies from (i) aligning BPSO's network productivity at BPER standards in Northern Italy, (ii) rolling out BPER commercial best practices to increase client share of wallet and (iii) cross-selling opportunities leveraging on shared product factories
• Cost synergies will be achieved through (i) streamlining central functions, (ii) enhancing operational efficiency, (iii) optimizing the branch network, and (iv) pooling investments in technology, innovation and digitalization
• Integration costs estimated at ~€400m (i.e. ~2x run-rate cost synergies), expensed for 75% in 2025 and the remaining in 2026

Strong track-record of flawless execution in integrating banks

As demonstrated in precedent transactions (i.e. Unipol Banca, Banco di Sardegna, UBI carve-out, Banca Carige), BPER has a proven track-record to:

• Ensure efficient and well-structured integration of banks resembling BPSO characteristics
• Adopt a responsible and disciplined approach to minimize social impacts, leveraging the "VES" scheme and the natural workforce turnover

Robust asset quality and sound capital position among best-in-class in Italy

Among the safest banks in Italy, with a top-tier risk profile across all key indicators

Sources: Company filings

Notes: Italian Peers including Intesa Sanpaolo, Unicredit, Banco BPM, Banca MPS, Credit Agricole Italia, Credem and BNL, based on latest available data. 1. Combined entity's capital position as of 2024 YE pro-forma for 75% integration costs to be expensed in 2025; 2. Based on 9M24 data

A stronger and resilient banking group able to face future challenges…

Above €7bn revenues allowing to fully unleash economies of scale and to generate a robust operating income of ~€4bn by 2027

Strengthening and accelerating B:Dynamyc | Full Value 2027 high quality growth

… driving high-quality net income growth while maintaining strong profitability and organic capital generation

Exceeding €2bn net income by 2027, with sustainable and attractive shareholders' remuneration and solid capital position

Agenda

Executive summary

Strategic rationale

Transaction structure and expected timeline

Final remarks

Key elements of the proposed transaction structure (1/2)

Key elements of the proposed transaction structure (2/2)

Main conditions of the offer	• BPER aims at the full integration of the two groups and create value for all stakeholders • Condition of effectiveness of the Offer would include inter alia: • Reaching a stake equal to at least 50%+1 share of BPSO's share capital ("Condition Threshold") • BPER reserves the right to waive such Condition Threshold should the acceptance rate be of at least 35%+1 of BPSO's share capital, resulting in a dominant influence • BPSO not adopting any defensive measures (even if authorised at BPSO's shareholders' meeting) or measures inconsistent with the objectives of the Offer
Authorizations	• The Offer will be subject, inter alia, to (i) supervisory authorities' unconditional authorisations and (ii) unconditional antitrust clearance
Key milestone	• 18 April 2025 – EGM to mandate the BoD to issue new ordinary shares to be exchanged in the context of the Offer • June - July 2025 – Offer period • By 2025 year-end – Closing and merger of BPSO into BPER

Agenda

Executive summary

Strategic rationale

Transaction structure and expected timeline

Final remarks

Strengthening BPER growth while creating value for all stakeholders

Attractive offer at c. 6.6% premium vs. closing price¹ on February 5 th and c. 10.3% vs. VWAP last 3M

Unique opportunity to combine two banks with similar DNA, a robust business model fit and highly complementary franchises with shared product factories

A stronger and more resilient Italian banking group to withstand future challenges and better support retail, private, SMEs and corporate clients with a complete product offering

Significant value creation from synergies with limited social impacts as demonstrated by BPER track-record in precedent similar M&A transactions

EPS accretive transaction, with more than €2bn combined net income by 2027E

Strengthening and accelerating B:Dynamyc | Full Value 2027, while reinforcing commitment to ESG and sustainability

Appendix

Indicative timeline of the transaction

Limited capital impact from the transaction

Disclaimer (1/2)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This document does not constitute the extension of an offer to acquire, purchase, subscribe for, sell or exchange (or the solicitation of an offer to acquire, purchase, subscribe for, sell or exchange), any securities in any jurisdiction, including the United States of America, Australia, Canada, Japan, or any other jurisdiction (the "Other Countries") where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction. Any securities discussed in this document have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder. There will be no public offering of securities in the United States.

The content of this document has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither the Company nor any of its representatives shall accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this document. By accessing these materials, you agree to be bound by the foregoing limitations.

This presentation contains certain forward-looking statements, projections, objectives, estimates and forecasts reflecting the BPER Banca S.p.A. management's current views with respect to certain future events. Forward-looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words "may," "will," "should," "plan," "expect," "anticipate," "estimate," "believe," "intend," "project," "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding BPER Banca S.p.A.'s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where BPER Banca S.p.A. participates or is seeking to participate.

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. The BPER Banca Group's ability to achieve its projected objectives or results is dependent on many factors which are outside management's control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions.

All forward-looking statements included herein are based on information available to BPER Banca S.p.A. as of the date hereof. BPER Banca S.p.A. undertakes no obligation to update publicly or revise any forwardlooking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to BPER Banca S.p.A. or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

Disclaimer (2/2)

The public voluntary exchange Offer described in this document will be promoted by BPER Banca S.p.A. over the totality of the ordinary shares of Banca Popolare di Sondrio S.p.A.

This document does not constitute an offer to buy or sell Banca Popolare di Sondrio S.p.A.'s shares.

Before the beginning of the tender period, as required by the applicable regulations, the Offeror will publish the Offer Document which Banca Popolare di Sondrio S.p.A.'s shareholders shall carefully examine.

The Offer will be launched exclusively in Italy and will be made on a non-discriminatory basis and on equal terms to all shareholders of Banca Popolare di Sondrio S.p.A. The Offer will be promoted in Italy as Banca Popolare di Sondrio S.p.A.'s shares are listed on Euronext Milan organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law.

The Offer is not being made in the United States (or will not be directed at U.S. Persons, as defined in Regulation S under the U.S. Securities Act of 1933, as subsequently amended), Canada, Japan, Australia or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.

A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries. Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries.

Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.

This document and any other document issued by the Offeror in relation to the Offer do not constitute and are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Other Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act of 1933, as subsequently amended, or are exempt from registration. Financial instruments offered in the context of the transaction described in this document will not be registered pursuant to the U.S. Securities Act of 1933, as subsequently amended, and BPER Banca S.p.A. does not intend to carry out a public offer of such financial instruments in the United States. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions.

This document may only be accessed in or from the United Kingdom (i) by persons having professional experience in matters relating to investments falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (the "Order"), or (ii) by companies having high net assets and by persons to whom the document can be legitimately transmitted because they fall within the scope of Article 49(2) paragraphs from (a) to (d) of the Order (all these persons are jointly defined "relevant persons"). Financial Instruments described in this document are made available only to relevant persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a relevant person should not act or rely on this document or any of its contents.

Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions