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Bper Banca
Investor Presentation • May 8, 2025
4395_er_2025-05-08_fdb8a714-dea8-4109-80cc-24c37491921b.pdf
Investor Presentation
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1Q25 Results Presentation
MILAN | MAY 8TH | 2025
Initial disclaimer
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 WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION AND ANY SUCH OFFER (OR SOLICITATION) MAY NOT BE EXTENDEDIN ANY SUCH JURISDICTION.
The public voluntary exchange offer described in this document (the "Offer") will be promoted by BPER Banca S.p.A. (the "Offeror" or "BPER") over the totality of the ordinary shares of Banca Popolare di Sondrio S.p.A. ("BPSO").
This document does not constitute an offerto buy or sell BPSO's shares.
Before the beginning of the tender period, as required by the applicable regulations, the Offeror will publish the Offer Document which BPSO's shareholdersshall 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 BPSO. The Offer will be promoted in Italy as BPSO'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 proceduralrequirements 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, the "U.S. Securities Act"), 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 (the "Other Countries").
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, 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 and BPER 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.
Agenda
Update on BPSO Voluntary Public Ex. Offer
Best quarterly Net Profit ever at €443 m
Record quarterly Net Profit(1) up by 43.2% Y/Y(2) at €443 m in 1Q25
Core Revenues up by 0.8% Y/Y and improved Cost/Income ratio at 46.7%
Steadfast Asset Quality evolution confirmed with a Cost of Risk(3) stabilizing well below 40bps
Strong Balance Sheet and higher Capital Ratios thanks to Organic Capital Generation of 97bps in 1Q25
Sound liquidity profile with short & long-term ratios well above regulatory thresholds
4 (1) Net Profit adjustments of previous quarters are shown on slide 31 in Annex. (2) In 1Q24, systemic charges amounted to €111.8 m. (3) CoR annualised. (4) The reported capital ratio as at 31 March 2025 is to be considered phased-in and is calculated by including profit for the period for the portion not allocated to dividends, thus bringing forward the effects of the ECB's authorisation to include these profits in Own Funds pursuant to art. 26, para. 2 of the CRR.
Record quarterly Net Profit driven by Core Revenues and lower Operating Costs
| 1Q25 | Y/Y | 4Q24 | Q/Q | ||
|---|---|---|---|---|---|
| Total Revenues Core Revenues |
1,428.9 | +5.0% | 1,445.6 | -1.2% | +3.1% Q/Q excl. |
| o/w NII | 811.9 | -3.8% | 853.7 | -4.9% | Bancassurance perform. fees |
| o/w Net Commission Income | 541.1 | +8.5% | 555.8 | -2.6% | |
| Operating Costs (adjusted) | -667.4 | -3.2% | -796.5 | -16.2% | |
| Net operat. Income (adjusted) | 761.4 | +13.3% | 649.1 | +17.3% | |
| LLPs | -70.5 | -25.8% | -63.2 | +11.6% | |
| Profit before tax (adjusted) | 673.8 | +46.1% | 469.3 | +43.6% | |
| Net Profit (adjusted) | 442.9 | +43.2% | 296.3 | +49.5% | |
| Net Profit (stated) | 442.9 | -3.1% | 265.6 | +66.8% |
P&L Key Figures (€m) Net Profit stated vs adjusted (€m)
2025 Guidance driven by resilient Core Revenues, operating efficiency and continued capital strength, despite increasing headwinds
(1) Operating Costs, C/I and Net Profit are adjusted according to slide 31 in Annex. (2) CoR annualised. (3) Calculated as: Net Profit/ (Average Tangible Book Value - Minorities interests - AT1 - Dividends accrued). (4) The reported capital ratio as at 31 March 2025 is to be considered phased-in and is calculated by including profit for the period for the portion not allocated to dividends, thus bringing forward the effects of the ECB's authorisation to include these profits in Own Funds pursuant to art. 26, para. 2 of the CRR.
Agenda
B:Dynamic | Full Value 2027
Update on BPSO Voluntary Public Ex. Offer
"B:Dynamyc | Full Value 2027" on track
100% Business Plan initiatives launched
KEY HIGHLIGHTS
Pillar 1
▪ Remarkable performance in Net Commission Income up by 8.5% Y/Y, with record results of AuM fees up by 18.7% Y/Y
Pillar 2
▪ Strong progress in digital & remote channels, with new products & functionalities release, enabling over 90% of total transactions being processed through self-service or digital channels
Pillar 3
▪ Maintaining a conservative capital and risk approach, also considering Basel IV impact
Pillar 4
- Technology, Security & AI: Capex deployed according to the Plan with c. €160 m already committed(3)
- ESG Commitment: enhancement of ESG products and services offering to support customers' financial needs in line with the "Just Transition", resulting in over €700 m of ESG new lending in 1Q25
- Organization & People: over 1,700 colleagues already involved in the first dedicated Academies
Agenda
Group results
Update on BPSO Voluntary Public Ex. Offer
Resilient performance in Core Revenues Q/Q
KEY HIGHLIGHTS
Core Revenues
0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0%
(1)
- Core Revenues at €1.4 bn:
- Up by 0.8% Y/Y mainly thanks to strong growth in Net Commission Income (+8.5% Y/Y) driven by AuM, Life Insurance and Bancassurance products, completely offsetting lower NII (-3.8% Y/Y) affected by accelerated rates decline
- Slightly down by 1.8% Q/Q(2) with Net Commission income positive results (+3.1% Q/Q), excluding Bancassurance performance fees booked in 4Q24, almost compensating lower NII performance due to rates environment
- Net Commission Income on Total Revenues stood at 37.9% in 1Q25 compared to 36.6% in 1Q24
Trading & Other
▪ The positive contribution from Other Income of €39.7 m was mainly related to equity investments results and the reimbursement of a claim related to Banca Carige acquisition
(1) Net Revenues calculated as: Operating Income excluding Other operating expense/income net of Provisions. Net Revenues considered cumulative for the period and annualised. RWAs considered point in time as the date of closing of the reporting period. In 1Q25 RWAs exclude Basel IV effects. (2) Net Commission income in 4Q24 at €524.6 excluding €31.1 of Bancassurance performance fees.
Commercial NII stable Q/Q, net of days effect
KEY HIGHLIGHTS
NII
▪ NII was down at €811.9 m (-4.9% Q/Q) with stable commercial dynamics Q/Q (-€1.4 m) thanks to positive performance of loan volumes (+€4.7 m) almost compensating lower interest rates (-€6.1 m), excluding negative days effects (-€16.5 m). Non-commercial components negatively impacted NII evolution Q/Q mainly due to lower remuneration on ECB deposits
Commercial Rates
▪ During the quarter, Commercial Spreads were down affected by interest rates reduction
NII Sensitivity
▪ Interest Rates sensitivity: +/-100 bps equal to approx. €165 m, basically stable compared to the previous quarter
Continued solid performance of Net Commission Income, up by 8.5% Y/Y and 3.1% Q/Q
Net Commission Income by category (€m)
| 1Q24 | % on Total | 1Q25 | % on Total | Y/Y | Q/Q | |||
|---|---|---|---|---|---|---|---|---|
| Wealth | 210.2 | 42.1% | 240.1 | 44.4% | +14.3% | +10.9% | ||
| o/w AuC | 20.8 | 4.2% | 17.0 | 3.1% | -18.3% | +30.8% | ||
| o/w AuM | 151.9 | 30.5% | 180.4 | 33.3% | +18.7% | +9.6% | ||
| o/w Life Insur. & Others | 37.4 | 7.5% | 42.7 | 7.9% | +14.2% | +9.5% | +1.3% Q/Qexcl. | |
| Bancassurance | 20.8 | 4.2% | 26.4 | 4.9% | +26.9% | -53.9% | Bancassurance | |
| Banking services | 267.8 | 53.7% | 274.6 | 50.8% | +2.5% | -2.6% | perform. fees | |
| Total | 498.7 | 100.0% | 541.1 | 100.0% | +8.5% | -2.6% | +3.1% Q/Qexcl. | |
| Bancassurance perform. fees |
KEY HIGHLIGHTS
Net Commission Income
- Net Commission Income up at €541.1 m (+8.5% Y/Y) mainly driven by AuM, Life Insurance and Bancassurance products
- Excluding Bancassurance performance fees booked in 4Q24 (€31.1 m), Net Commission Income grew by 3.1% Q/Q, showing tangible results of fee generation efforts
- Net Commission Income on Total Revenues stood at 37.9% in 1Q25 vs 36.6% in 1Q24
- Wealth Management fees up by 14.3% Y/Y with AuC & AuM running fees up by 7.1% Y/Y(2)
- Banking Services Fees as the main contributor to overall Net Commission Income increased at €274.6 m (+2.5% Y/Y) mainly thanks to positive performance of structured finance and credit cards fees
1Q24 1Q25
(1) Since 2Q24, Net Commission Income included "charges for payment services provided". Other administrative expenses netted against recoveries of costs for services ancillary to lending. In the interest of comparability of results, similar reclassifications have been made for the comparative quarters. (2) Running fees are net of AuC & AuM upfrontfees(€19.8m in 1Q24 and €33.7 m in 1Q25).
AuM progressing ahead of Plan at €72.1 bn, up Y/Y by €4.8 bn and Q/Q by €0.6 bn
KEY HIGHLIGHTS
Deposits
▪ Deposits at €117.4 bn (-€0.7 bn Q/Q), driven by customer asset dynamics
AuC & AuM
- At the end of March 2025, AuC at €92.3 bn, down by €3.4 bn Q/Q mainly driven by a technical effect related to institutional clients with negligible impact on P&L
- At the end of March 2025, AuM at €72.1 bn (+€0.6 bn Q/Q) mainly thanks to continued customer asset rotation
- AuM net inflows were +€0.9 bn during 1Q25
Life insurance
▪ Life Insurance at €21.2 bn, up by €0.2 bn Q/Q
Continued improvement of Cost/Income at 46.7%, confirming the strong focus on operational efficiency
KEY HIGHLIGHTS
Total Costs
- In 1Q25, Total Costs at €667.4 m with a lower Cost/Income Ratio of 46.7% showing a strong commitment to cost control:
- HR Costs: in 1Q25, HR costs decreased by 5.4% Y/Y, mainly driven by organic turnover despite lower voluntary exits
- Non-HR Costs: in 1Q25, almost flat Y/Y
- Branch reorganisation progressing in line with target and down by 78 Y/Y to 1,557
Headcount evolution
▪ Headcount at 19,424 at the end of March 2025 with a reduction of approximately 1,000 compared to 30 June 2024
Note: Total Costs are adjusted according to slide 31 in Annex.
(1) C/I is calculated on Operating Costs adjusted as shown on slide 31 in Annex and excluding €34.3 m related to a software depreciation in 4Q24. (2) Managerial figures.
Healthy CoR at 31bps in 1Q25. NPE Coverage Ratio stable at 54.2% Y/Y, among the best in Italy
▪ In 1Q25, CoR(1) at 31bps slightly up Q/Q, showing a positive progression in the last two years
Overlays
▪ In 1Q25, total cumulative overlays at €228.2 m, down by €8.9 m Q/Q
Performing Loans Coverage Ratio
▪ In 1Q25, Coverage Ratio on Performing Loans at a strong 0.67%, one of the highest level amongst Italian peers
NPE Coverage Ratio
▪ Total NPE Coverage Ratio almost stable at 54.2% Q/Q
NPE Coverage Ratio by Asset class
| 80.4% | 81.4% | 79.1% | 72.4% | 72.3% | 69.6% | 66.5% | 75.8% | 74.2% |
|---|---|---|---|---|---|---|---|---|
| 60.9% | 59.6% | 57.3% | 52.5% | 54.2% | 53.3% | 54.4% | 54.3% | 54.2% |
| 53.3% | 47.2% | 46.9% | 47.2% | 49.5% | 48.6% | 51.0% | 48.8% | 48.7% |
| 30.6% | 28.0% | 28.4% | 27.3% | 30.0% | 28.1% | 32.1% | 33.6% | 35.3% |
| 1Q23 | 2Q23 | 3Q23 | 4Q23 | 1Q24 | 2Q24 | 3Q24 | 4Q24 | 1Q25 |
| UTP Bad Loans Past Due Total NPE Coverage Ratio |
(1) CoR annualised.
Strong Asset Quality supported by continued commitment to quality origination
KEY HIGHLIGHTS
Gross NPE Stock
▪ Gross NPEs at €2.4 bn slightly up by €0.2 bn Q/Q due to very limited NPE disposals
Stage Classification
▪ Stage 2 loans improved to €7.2 bn (-€1 bn Q/Q), with a Coverage Ratio at 4.9%
RWA stable at €54.2 bn in 1Q25, excluding Basel IV impact
(1) Other risks include CVA and Market risks.
RWAs
- At the end of March 2025, RWA landed at €54.2 bn, excluding €1.7 bn of Basel IV impact mainly related to Operational RWAs
- Credit RWAs stable at €45.1 bn Q/Q
17
CET1 Ratio at 15.8% with Organic Capital Generation of €0.5 bn in 1Q25
KEY HIGHLIGHTS
Organic Capital Generation (OCG)(1)
▪ OCG of €540 m in 1Q25 with an impact on CET1 Ratio of +97bps, supported by the positive quarterly income dynamics more than compensating Basel IV impact
Quarterly key drivers
- 1Q25 CET1 Ratio stable Q/Q at 15.8%
- In 1Q25, EPS of €0.313 (diluted EPS of €0.306)
Note: The reported capital ratio as at 31 March 2025 is to be considered phased-in and is calculated by including profit for the period for the portion not allocated to dividends, thus bringing forward the effects of the ECB's authorisation to include these profits in Own Funds pursuant to art. 26, para. 2 of the CRR. (1) Organic Capital Generation calculated as stated Net Profit including release on DTA from tax loss carry forward contribution and RWAs dynamic net of regulatory headwind.
Robust balance sheet with a sound liquidity profile
KEY HIGHLIGHTS
LCR and NSFR
- LCR stood at 166% at the end of March, stable compared to the end of December 2024
- NSFR at 134% at the end of March 2025 from 138% at the end of December 2024, mainly driven by commercial funding dynamics over the quarter
Balance Sheet dynamics
▪ At the end of March 2025, Loan to Deposit Ratio at 76.3% stable Q/Q, one of the lowest amongst
Bond portfolio evolution and duration
(1) Duration in years, hedging included. (2) Annualised.
Italian Govies
- Italian Govies stand at €13.6 bn at the end of March 2025, up by 19.5% Q/Q and 55.5% Y/Y, mainly related to active portfolio management strategy
- This portfolio is 47.2% of the Total Bonds outstanding
Duration
▪ Total Bond portfolio has a duration of 2.3 years at the end of March 2025
Yield
▪ The total financial portfolio has an average yield of 2.5%(2) in 1Q25 (2.7% at the end of December 2024)
Balanced profile with manageable redemptions
| Rating Agency | LT Issuer | LT Deposits | Outlook |
|---|---|---|---|
| BBB | BBB (high) | Positive | |
| BBB- | BBB | Positive (upgraded) |
|
| Baa3 | Baa1 | Stable | |
| BBB (upgraded) |
Stable |
Bond issued and maturities
▪ In 1Q25, a €500 m Senior Non-Preferred Bond issued, confirming BPER strong access to wholesale market
Rating agency
- All key ratings assigned to the Bank by the various ratings agencies are Investment Grade:
- Fitch upgraded BPER's Outlook from Stable to Positive, in January 2025
- S&P Global upgraded BPER's long-term rating from BBB- to BBB, in April 2025
Note:managerial figuresshown in nominal amounts. (1) Excluding Tier 1 bonds.
Agenda
Update on BPSO Voluntary Public Ex. Offer
Divisional Database in 1Q25
Note: Provisional management data on the commercial perimeter.
(1) Total Wealth Net Commission Income include all Group BusinessUnits Wealth Net Commission Income. (2) Including all Group BusinessUnits Indirect Deposits.
Growth supported by Core Revenues and cost efficiency
Asset quality amongst the best in Italy with structural low Cost of Risk
Robust capital supported by strong Organic Generation of 97bps (+€540 m)
"B:Dynamic | Full Value 2027 Plan" fully on track with 100% of initiatives launched
Agenda
Update on BPSO Voluntary Public Ex. Offer
Strengthening BPER growth while creating value for all stakeholders
Unique opportunity to combine two banks with similar DNA and a robust business model fit
A stronger and more resilient Italian banking group
Supporting "B:Dynamic | Full Value 2027" and BPSO's 2027 targets achievements
May / June 2025 Authorisation by supervisory authorities / Approval of the offer document by Consob May 2025(1)
June 2025 Publication of the issuer's notice
pursuant to Art. 103
June / July 2025 Offer acceptance period
July / August 2025 Sell-out / squeeze-out and delisting
By YE25 Merger of BPSO into BPER
- BPER and BPSO highly complementary franchises with shared product factories
- A rooted client-focus culture to support Italian families, small businesses, corporates, local communities
- BPSO's distinctive legacy and strong brand will be preserved and valorised; workforce will be fully empowered in the new group BPSO distinctive features valorisation in the new group
- The "GO-TO bank" for families, SMEs & corporates, reinforcing and broadening the proximity coverage model, while strengthening investment capacity in innovation and technology
- Financial value creation complemented by social value creation through enhanced support to clients, colleagues, communities and territories Value creation for all stakeholders
- All combined financial targets remain unchanged; EPS accretion for both BPER and BPSO's shareholders, with an attractive and sustainable shareholders' remuneration
(1) See slide 39 in Annex. Timeline isillustrative only and might vary based on timing and outcome of the transaction.
BPER and BPSO share same DNA & values: both are "GO-TO bank" for individuals, families, SMEs and corporates
| Deeply rooted in the territories |
▪ Same "popolari" roots, constant support, advice and financing to local communities ▪ Sondrio will remain key to the combined Group, with a territorial management with credit capacity, along with the other 9 regional centres (among which Genova, Brescia and Bologna, created following precedent mergers) |
|---|---|
| Proximity coverage and support |
▪ Strong client-focus culture to support families, small businesses, corporates and local communities ▪ Products and services offer will be further enhanced leveraging both product factories and combined strong professional skills |
| Empowering colleagues & talents |
▪ ~40% of top/senior manager positions in BPER are covered by professionals from merged institutions ▪ New career opportunities for BPSO employees in a larger banking group ▪ Strong professional development, thanks to BPER Academy programs. Over 50 training hours per person in BPER in 2024 |
| Active support for local stakeholders |
▪ Strong social value creation in the communities and ready to extend the commitment to the Valtellina area ▪ In 2024, €8.6 m in donations and sponsorships with a positive social, cultural, sporting, education and inclusion impact ▪ In the last 3 years, >€20 m donated, supporting organizations & initiatives dedicated to communities ▪ Over the new Business Plan playing an important role in supporting local communities with c. €20 m of financial contributions |
Combined 2027E target as
A stronger and resilient banking group delivering sustainable and attractive shareholders' remuneration
- All previously announced combined financial targets remain unchanged
- Above €7bn total revenues, strengthening and accelerating "B:Dynamyc | Full Value 2027" high quality growth
- Robust operating income of ~€4bn by 2027, benefitting from ~€290m expected pre-tax synergies
- Strong profitability and organic capital generation, allowing for attractive and sustainable shareholders' remuneration
- EPS accretive for both BPER and BPSO's shareholders
- Solid capital position with CET1 ratio well above 14.5% target of "B:Dynamyc | Full Value 2027"
Agenda
Update on BPSO Voluntary Public Ex. Offer
Annexes
Group P&L
| Delta Y/Y (%) -3.8% 8.5% 0.8% -32.6% |
Delta Q/Q (%) -4.9% -2.6% -4.0% |
|---|---|
| 130.9% | |
| -228.6% | -135.1% |
| 34.5% | 86.9% |
| -- | 21.9% |
| 5.0% | -1.2% |
| -5.4% | -9.9% |
| -4.7% | -21.2% |
| 17.0% | -42.7% |
| -3.2% | -18.2% |
| 13.3% | 21.0% |
| -24.1% | -10.2% |
| 19.4% | 25.5% |
| 262.1% | -62.2% |
| -99.9% | -100.2% |
| -6.8% | 73.9% |
| -100.0% | -100.0% |
| 10.2% | 74.9% |
| 53.3% | 97.2% |
| -3.2% | 65.6% |
| -5.0% | 22.8% |
| -3.1% | 66.8% |
Note: in the present document, Operating Income and Total Revenues are synonyms, as are Core Revenues/Core Income and Operating Costs/Total Costs.
2023 and 2024 Non-recurring P&L items
Group Reclassified Balance Sheet
| 1Q23 | 2Q23 | 3Q23 | 4Q23 | 1Q24 | 2Q24 | 3Q24 | 4Q24 | 1Q25 | Q/Q | Y/Y | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Customer Loans | 89.4 | 89.1 | 86.7 | 88.2 | 87.7 | 89.0 | 88.9 | 90.1 | 89.6 | -0.6% | +2.2% |
| Securities Portfolio | 30.7 | 30.5 | 30.0 | 28.6 | 26.5 | 26.5 | 27.7 | 29.0 | 30.7 | +5.8% | +16.1% |
| Interbank Assets(1) | 18.5 | 10.3 | 13.4 | 11.7 | 12.6 | 10.1 | 10.4 | 9.4 | 8.9 | -5.9% | -29.4% |
| PPE & Intangible Assets | 3.1 | 3.0 | 3.1 | 3.1 | 3.2 | 3.2 | 3.2 | 3.2 | 3.2 | -0.7% | -0.5% |
| Other Assets(2) | 9.5 | 10.2 | 10.4 | 10.5 | 10.1 | 10.6 | 9.7 | 8.8 | 9.6 | +9.1% | -5.5% |
| Total Assets | 151.1 | 143.1 | 143.5 | 142.1 | 140.1 | 139.4 | 139.9 | 140.6 | 142.0 | +1.0% | +1.3% |
| Liabilities and Shareholders' Equity (€bn) | |||||||||||
| 1Q23 | 2Q23 | 3Q23 | 4Q23 | 1Q24 | 2Q24 | 3Q24 | 4Q24 | 1Q25 | Q/Q | Y/Y | |
| Direct Deposits | 113.5 | 113.7 | 120.1 | 118.8 | 118.1 | 117.6 | 116.6 | 118.1 | 117.4 | -0.6% | -0.6% |
| Interbank Liabilities | 22.3 | 12.5 | 9.0 | 7.8 | 5.6 | 5.3 | 5.0 | 5.0 | 4.6 | -9.4% | -19.0% |
| Shareholders' Equity | 8.4 | 8.7 | 9.1 | 9.6 | 10.5 | 10.4 | 10.8 | 11.6 | 12.0 | +3.7% | +14.0% |
| Other Liabilities(3) | 6.9 | 8.2 | 5.2 | 6.0 | 5.8 | 6.1 | 7.5 | 5.9 | 8.0 | +35.7% | +36.9% |
(1) Interbank Assets include Cash and cash equivalents and Loans to banks. (2) Other Assets include Hedging derivatives, Equity investments, Loans mandatorily measured at fair value and Other assets. (3) Other Liabilitiesinclude Financial liabilities held for trading, Hedging derivatives and Other liabilities.
Asset Quality Breakdown
| Gross exposures (€m) | 1Q23 | 2Q23 | 3Q23 | 4Q23 | 1Q24 | 2Q24 | 3Q24 | 4Q24 | 1Q25 | Q/Q | Y/Y | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| B/D | B/D | B/D | B/D | B/D | B/D | B/D | B/D | B/D | Abs. | Chg | Abs. | Chg | ||||||||||
| Non Performing Exposures (NPEs) | 3,022 | 3.3% | 2,504 | 2.7% | 2,530 | 2.8% | 2,197 | 2.4% | 2,336 | 2.6% | 2,513 | 2.8% | 2,525 | 2.8% | 2,212 | 2.4% | 2,387 | 2.6% | 175 | 7.9% | 50 | 2.2% |
| Bad loans | 989 | 1.1% | 1,020 | 1.1% | 953 | 1.1% | 632 | 0.7% | 661 | 0.7% | 710 | 0.8% | 737 | 0.8% | 517 | 0.6% | 578 | 0.6% | 61 | 11.9% | -83 | -12.5% |
| Unlikely to pay loans | 1,872 | 2.0% | 1,277 | 1.4% | 1,337 | 1.5% | 1,354 | 1.5% | 1,463 | 1.6% | 1,653 | 1.8% | 1,644 | 1.8% | 1,573 | 1.7% | 1,689 | 1.8% | 116 | 7.4% | 226 | 15.5% |
| Past due loans | 161 | 0.2% | 207 | 0.2% | 240 | 0.3% | 212 | 0.2% | 213 | 0.2% | 150 | 0.2% | 144 | 0.2% | 122 | 0.1% | 120 | 0.1% | -2 | -2.0% | -93 | -43.6% |
| Gross performing loans | 88,884 | 96.7% | 88,801 | 97.3% | 86,326 | 97.2% | 87,834 | 97.6% | 87,272 | 97.4% | 88,427 | 97.2% | 88,377 | 97.2% | 89,747 | 97.6% | 89,100 | 97.4% | -647 | -0.7% | 1,828 | 2.1% |
| Total gross exposures | 91,906 | 100.0% | 91,305 | 100.0% | 88,856 | 100.0% | 90,031 | 100.0% | 89,609 | 100.0% | 90,940 | 100.0% | 90,902 | 100.0% | 91,959 | 100.0% | 91,487 | 100.0% | -472 | -0.5% | 1,878 | 2.1% |
| Adjustments to loans (€m) | 1Q23 | 2Q23 | 3Q23 | 4Q23 | 1Q24 | 2Q24 | 3Q24 | 4Q24 | 1Q25 | Q/Q | Y/Y | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| coverage | coverage | coverage | coverage | coverage | coverage | coverage | coverage | coverage | Abs. | Chg | Abs. | Chg | ||||||||||
| Adjustments to NPEs | 1,841 | 60.9% | 1,491 | 59.6% | 1,449 | 57.3% | 1,154 | 52.5% | 1,266 | 54.2% | 1,339 | 53.3% | 1,375 | 54.4% | 1,201 | 54.3% | 1,294 | 54.2% | 93 | 7.8% | 28 | 2.2% |
| Bad loans | 795 | 80.4% | 830 | 81.4% | 753 | 79.1% | 457 | 72.4% | 478 | 72.3% | 494 | 69.6% | 490 | 66.5% | 392 | 75.8% | 429 | 74.2% | 37 | 9.5% | -49 | -10.3% |
| Unlikely to pay loans | 997 | 53.3% | 603 | 47.2% | 628 | 46.9% | 639 | 47.2% | 724 | 49.5% | 803 | 48.6% | 839 | 51.0% | 768 | 48.8% | 823 | 48.7% | 55 | 7.2% | 99 | 13.6% |
| Past due loans | 49 | 30.6% | 58 | 28.0% | 68 | 28.4% | 58 | 27.3% | 64 | 30.0% | 42 | 28.1% | 46 | 32.1% | 41 | 33.6% | 42 | 35.3% | 1 | 2.8% | -22 | -33.7% |
| Adjustments to performing loans | 664 | 0.7% | 719 | 0.8% | 735 | 0.9% | 653 | 0.7% | 634 | 0.7% | 638 | 0.7% | 649 | 0.7% | 622 | 0.7% | 594 | 0.7% | -28 | -4.5% | -40 | -6.3% |
| Total adjustments | 2,505 | 2.7% | 2,210 | 2.4% | 2,184 | 2.5% | 1,807 | 2.0% | 1,900 | 2.1% | 1,977 | 2.2% | 2,024 | 2.2% | 1,823 | 2.0% | 1,888 | 2.1% | 65 | 3.6% | -12 | -0.6% |
| Net exposures (€m) | 1Q23 | 2Q23 | 3Q23 | 4Q23 | 1Q24 | 2Q24 | 3Q24 | 4Q24 | 1Q25 | Q/Q | Y/Y | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| B/D | B/D | B/D | B/D | B/D | B/D | B/D | B/D | B/D | Abs. | Chg | Abs. | Chg | ||||||||||
| Non Performing Exposures (NPEs) | 1,181 | 1.3% | 1,013 | 1.1% | 1,080 | 1.2% | 1,043 | 1.2% | 1,071 | 1.2% | 1,174 | 1.3% | 1,150 | 1.3% | 1,011 | 1.1% | 1,093 | 1.2% | 82 | 8.1% | 22 | 2.1% |
| Bad loans | 194 | 0.2% | 190 | 0.2% | 199 | 0.2% | 175 | 0.2% | 183 | 0.2% | 216 | 0.2% | 247 | 0.3% | 125 | 0.1% | 149 | 0.2% | 24 | 19.5% | -34 | -18.4% |
| Unlikely to pay loans | 875 | 1.0% | 674 | 0.8% | 709 | 0.8% | 715 | 0.8% | 739 | 0.8% | 850 | 1.0% | 805 | 0.9% | 805 | 0.9% | 866 | 1.0% | 61 | 7.6% | 127 | 17.3% |
| Past due loans | 112 | 0.1% | 149 | 0.2% | 172 | 0.2% | 154 | 0.2% | 149 | 0.2% | 108 | 0.1% | 98 | 0.1% | 81 | 0.1% | 78 | 0.1% | -3 | -4.4% | -71 | -47.8% |
| Net performing loans | 88,220 | 98.7% | 88,082 | 98.9% | 85,592 | 98.8% | 87,181 | 98.8% | 86,638 | 98.8% | 87,788 | 98.7% | 87,728 | 98.7% | 89,125 | 98.9% | 88,506 | 98.8% | -619 | -0.7% | 1,868 | 2.2% |
| Total net exposures | 89,401 | 100.0% | 89,095 | 100.0% | 86,672 | 100.0% | 88,224 | 100.0% | 87,709 | 100.0% | 88,962 | 100.0% | 88,878 | 100.0% | 90,136 | 100.0% | 89,599 | 100.0% | -537 | -0.6% | 1,890 | 2.2% |
Financial Assets: Highlights
Commercial dynamics: loans and deposits evolution
| Commercial loans by geography (€bn) | Commercial deposits by geography (€bn) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 89.4 | 89.1 | 86.7 | 88.2 | 87.7 | 89.0 | 88.9 | 90.1 | ||||
| 10.0% | 10.0% | 10.1% | 10.5% | 10.1% | 10.1% | 10.3% | 10.5% | 10.5% | |||
| 12.5% | 12.4% | 12.6% | 12.5% | 12.4% | 12.3% | 12.2% | 12.1% | 12.1% | |||
| 17.7% | 17.4% | 17.4% | 17.4% | 17.9% | 17.9% | 18.2% | 18.4% | 19.1% | |||
| 59.7% | 60.2% | 59.9% | 59.6% | 59.5% | 59.8% | 59.2% | 59.0% | 58.3% | |||
| 1Q23 | 2Q23 | 3Q23 | 4Q23 | 1Q24 | 2Q24 | 3Q24 | 4Q24 | 1Q25 | |||
| Northern Italy | Centre | Southern Italy | Islands & Foreign countries |
| 89.6 | 105.0 | 103.4 | 107.7 | 104.9 | 103.8 | 104.4 | 102.7 | 104.3 | 103.8 |
|---|---|---|---|---|---|---|---|---|---|
| 13.1% | 13.2% | 13.3% | 13.5% | 13.1% | 13.4% | 13.8% | 13.7% | 13.7% | |
| 14.5% | 14.5% | 14.3% | 14.7% | 14.5% | 14.7% | 14.9% | 14.8% | 14.5% | |
| 17.4% | 17.4% | 18.2% | 16.5% | 17.0% | 16.8% | 17.2% | 16.8% | 19.8% | |
| 54.9% | 54.9% | 54.2% | 55.3% | 55.4% | 55.1% | 54.1% | 54.7% | 52.0% | |
| 1Q23 | 2Q23 | 3Q23 | 4Q23 | 1Q24 | 2Q24 | 3Q24 | 4Q24 | 1Q25 | |
| Northern Italy | Centre | Southern Italy | Islands & Foreign countries |
ESG focus
Environmental
- 100% use of electricity from renewable sources
- Over €700 m of new ESG Lending in 1Q25
- €1 bn of two Green Bonds issued in 2024
- Member of Net-Zero Banking Alliance – published NZBA targets for most significant sectors
Social
- Implementation of the BPER's "Bene Comune" Service supporting Third Sector entities and Impact lending
- Top Employer Italia 2025
- IDEM Gender equality certification
- UNI/PDR 125:2022 Gender equality certification
- Member of Principles for Responsible Banking – set PRB targets for financial inclusion
Governance
- Included by S&P Global in the "Sustainability Yearbook 2025"
- Included in the MIB ESG Index
- Included in FTSE4Good Index
- Weight of ESG KPIs: 20% for LTI and 15% for MBO – Strategic scorecard
- D&I: 40% women in the BoD
- D&I: implementation of a 3Y operational plan for D&I enhancement
Update on BPSO Voluntary Public Ex. Offer | 1
Improved coverage and competitive positioning in the Italian landscape
Update on BPSO Voluntary Public Ex. Offer | 2
Strong Business fit allowing to enhance offer proposition & increase share of wallet
Update on BPSO Voluntary Public Ex. Offer | 3
Fully on track to complete exchange offer by August 2025
Final disclaimer
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 connectionwith 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 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 future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where BPER 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 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 involvesrisks and uncertaintiesthat 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 as of the date hereof. BPER undertakes no obligation to update publicly or revise any forward-looking 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 or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.
** * ** This document includes financial projections, some of which reflect management's estimates regarding the projected combined operations of BPER and BPSO following the completion of the proposed transaction. These projections were prepared based on BPER management forecasts, taking into account publicly available information regarding BPSO's operations. These projections are presented for illustrative purposes only, are based on various adjustments, assumptions and preliminary estimates, and may not be an indication of BPER'sfinancial condition or results of operationsfollowing the completion of the proposed transaction
** * **
This document is not part of the voluntary public exchange offer for all BPSO shares, nor does it constitute an offer to purchase, subscribe, sell or exchange (or a solicitation of an offer to purchase, subscribe, sell or exchange) of BPSO shares or BPER shares in any jurisdiction, including the United States of America, Australia, Canada, Japan or any other jurisdiction where such offer would constitute a violation of the laws of that jurisdiction and any offer (or solicitation). Prior to the start of the acceptance period, as required by applicable law, BPER will publish an offer document containing a description of the terms and conditions of the offer, as well as, among other things, of the methods to adhere to the Offer, and an exemption document pursuant to the (EU) Regulation 2017/1129. The afore-mentioned publications will be disclosed by a specific press release in accordance with the applicable law.
** * **
The Manager responsible for preparing the Company's financial reports, Giovanni Tincani, declares, in accordance with art. 154-bis, para. 2, of the "Consolidated Financial Services Act" (Legislative Order No. 58/1998), that the accounting information contained in this document correspondsto documentary records, ledgers and accounting entries.
40 BPER Banca S.p.A., Head Office in Via San Carlo 8/20, Modena – Tax Code and Modena Companies Register No. 01153230360 – Company belonging to the BPER BANCA GROUP VAT, VAT No. 03830780361 – Share capital Euro 2,121,637,109.40 – 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. BankingGroup – Register of BankingGroupsNo. 5387.6 – Tel. +39 059.2021111 – Telefax +39 059.2022033– e-mail:[email protected] – Certified e-mail (PEC): [email protected] – bper.it – group.bper.it
41
Dummy figures Contacts for Investors and Financial Analysts
Nicola Sponghi Head of Investor Relations [email protected]
Maria Accarrino Investor Relations [email protected]
Federico Febbraro Investor Relations [email protected] Chiara Leonelli Investor Relations [email protected]
Ilaria Picelli Investor Relations [email protected]
Sara Viglietti Investor Relations [email protected]
BPER Head Office: Via San Carlo 8/20, Modena
[email protected] bper.it – group.bper.it