Informazione Regolamentata n. 0043-79-2025	Data/Ora Inizio Diffusione 28 Maggio 2025 21:15:06
Societa'	:	BPER BANCA
Identificativo Informazione Regolamentata	:	206336
Utenza - referente	:	BPERN04 - Anselmi
Tipologia	:	REGEM
Data/Ora Ricezione	:	28 Maggio 2025 21:15:06
Data/Ora Inizio Diffusione	:	28 Maggio 2025 21:15:06
Oggetto	:	Public Exchange Offer on Banca Popolare di Sondrio: release by ECB of further regulatory authorizations provided for by applicable law
Testo del comunicato

Vedi allegato

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

VOLUNTARY PUBLIC EXCHANGE OFFER LAUNCHED BY BPER BANCA S.P.A. FOR ALL THE SHARES OF BANCA POPOLARE DI SONDRIO S.P.A.

** * **

PRESS RELEASE

PUBLIC EXCHANGE OFFER ON BANCA POPOLARE DI SONDRIO: RELEASE BY ECB OF FURTHER REGULATORY AUTHORIZATIONS PROVIDED FOR BY APPLICABLE LAW

Modena – 28 May 2025. With reference to the voluntary public exchange offer promoted pursuant to articles 102 and 106, para. 4, of the Consolidated Law on Finance (the "Offer") on all the ordinary shares of Banca Popolare di Sondrio S.p.A. ("BP Sondrio"), other than the shares of the latter directly held by BPER Banca S.p.A., we inform that, on the date hereof, the European Central Bank has released (i) the authorization for the direct acquisition of a controlling interest in BP Sondrio, as well as for the indirect acquisition of a controlling interest in Banca della Nuova Terra S.p.A, and (ii) the authorization to the acquisition, by BPER, of

Not for release, publication or distribution, in whole or in part, directly or indirectly in United States of America, Australia, Canada, or Japan

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 VAT GROUP, 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. Banking Group - Register of Banking Groups No. 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

direct and indirect shareholdings that, in the aggregate, exceed 10% of the consolidated own funds of the BPER banking group ( 1 ).

It should be noted that, following the aforementioned authorisations, the authorisation procedures with the European Central Bank have all been successfully completed, while the authorization process with the Bank of Italy connected to the regulatory authorization provided for by applicable law is ongoing within the terms provided by law.

For any further information regarding the Offer – pending the publication of the offer document, which was filed with CONSOB on 26 February 2025 – reference is made to the communication published on 6 February 2025 pursuant to Article 102, paragraph 1, of Legislative Decree 24 February 1998, no. 58 and Article 37 of the Issuers' Regulations, available in the BPER' website, at https://group.bper.it, which sets forth the legal requirements, the terms, conditions and essential elements of the Offer.

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THIS PRESS RELEASE SHALL NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN (OR ANY EXCLUDED COUNTRY). THE INFORMATION PROVIDED IN THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OF AMERICA, IN ANY EXCLUDED COUNTRY OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON WHO IS NOT PERMITTED BY LAW TO MAKE SUCH OFFER OR SOLICITATION.

The voluntary public exchange offer described in this press release has been launched by BPER Banca S.p.A. on all the ordinary shares of Banca Popolare di Sondrio S.p.A. This press release does not constitute an offer to purchase, subscribe, sell or exchange the shares of Banca Popolare di Sondrio S.p.A. Before the beginning of the Tender Period, as required by the applicable regulations, the Offeror will publish an Offer Document and the exemption document to be carefully examined by the shareholders of Banca Popolare di Sondrio S.p.A.

¹ For the sake of completeness, the authorizations include certain operational recommendations and reporting requirements vis-à-vis the European Central Bank, consequent to the envisaged acquisition – as a result of the Offer – of control over BP Sondrio and its Group, which do not in any case provide for any conditions with respect to the Offer itself and its execution.

Not for release, publication or distribution, in whole or in part, directly or indirectly in United States of America, Australia, Canada, or Japan

The Offer is launched exclusively in Italy and has been made, on a non-discriminatory basis and on equal terms, to all shareholders of Banca Popolare di Sondrio S.p.A. The Offer has been promoted in Italy because Banca Popolare di Sondrio S.p.A.'s shares are listed on Euronext Milan, organized and managed by Borsa Italiana S.p.A. and is subject to the obligations and procedural requirements provided by Italian law. The Offer is not and will not be made in the United States (or will not be directed at U.S. Persons, as defined by the U.S. Securities Act of 1933, as subsequently amended), Canada, Japan, Australia and any other jurisdictions where making the Offer therein would not be allowed without any approval by any regulatory authority or without any other requirements to be complied with by the Offeror (such jurisdictions, including the United States, Canada, Japan and Australia, are jointly defined the "Excluded Countries"), neither by using national or international instruments of communication or commerce of the Excluded Countries (including, for example, postal network, fax, telex, e-mail, telephone and internet), nor through any structure of any of the Excluded Countries' financial intermediaries or in any other way. The Offeror reserves the right to make offers separately to shareholders of Banca Popolare di Sondrio S.p.A. who are U.S. Persons as defined in the United States Securities Act of 1933, as subsequently amended. A copy of this press release, the Offer Document, as well as any other document relating to the Offer, including the exemption document, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Excluded Countries. Anyone receiving the aforesaid documents shall not distribute, forward or send them (either by post or by any other means or instrument of communication or commerce) in the Excluded Countries. Any tender to the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted. This press release, the Offer Document, as well as any other documents relating to the Offer, including the exemption document, do not constitute or 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 Excluded 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 press release will not be registered under 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 instruments can be offered or transferred in the Excluded Countries without specific approval in compliance

Not for release, publication or distribution, in whole or in part, directly or indirectly in United States of America, Australia, Canada, or Japan

with the relevant provisions applicable in such countries or without exemption from such provisions. This press release 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 press release 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 press release 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 press release 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.

BPER Banca S.p.A.

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Contacts:

Investor Relations	Corporate and Regulatory Affairs	Media Relations
[email protected]	[email protected]	[email protected] https://group.bper.it/	www.bper.it -

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4395_rns_2025-05-28_eda36774-784c-4bb6-80b1-34a359507c83.pdf

PRESS RELEASE

PUBLIC EXCHANGE OFFER ON BANCA POPOLARE DI SONDRIO: RELEASE BY ECB OF FURTHER REGULATORY AUTHORIZATIONS PROVIDED FOR BY APPLICABLE LAW

Not for release, publication or distribution, in whole or in part, directly or indirectly in United States of America, Australia, Canada, or Japan

This press release is also available in the eMarketStorage system.

Not for release, publication or distribution, in whole or in part, directly or indirectly in United States of America, Australia, Canada, or Japan

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