Bper Banca — M&A Activity 2020

Mar 27, 2020

PRESS RELEASE

APPROVAL OF THE MERGER DRAFT TERMS REGARDING THE MERGER TRANSACTIONS THROUGH ABSORPTION OF "CASSA DI RISPARMIO DI BRA S.P.A." AND "CASSA DI RISPARMIO DI SALUZZO S.P.A." INTO "BPER BANCA S.P.A."

Modena - 27 March 2020. The Board of Directors of BPER Banca S.p.A. (hereinafter "BPER") on the date hereof has approved the Draft Terms regarding the merger transactions through absorption of Cassa di Risparmio di Bra S.p.A. (hereinafter "CR Bra") and Cassa di Risparmio di Saluzzo S.p.A. (hereinafter "CR Saluzzo" and jointly with CR Bra the "Companies to be Merged") into BPER (the "Merger Draft Terms"). Similar resolutions have been adopted by the Boards of Directors of the Companies to be Merged.

This transaction as a whole is consistent with BPER Group's 2019-2021 Industrial Plan as part of its initiatives within it, aimed at further simplifying and rationalizing the Group's corporate and governing structure as well as at improving its operating efficiency and facilitating risk management and control.

The statutory proceeding relating to CR Bra Merger Transaction shall be in line with the ordinary merging procedure as BPER holds an 84.286% of the former's share capital, while that relating to CR Saluzzo Merger Transaction shall be in line with the simplified merging procedure - pursuant to Article 2505 of the Italian Civil Code - as BPER holds its whole share capital.

CR Bra's and BPER's respective Board of Directors – each of them advised by an independent financial advisor – have set the exchange ratio as follows:

• 1 ordinary BPER share for 14 ordinary CR Bra shares.

Therefore, 1.237.500 ordinary BPER shares bearing ordinary rights and having the same characteristics as the outstanding shares at the time of issuance, to be assigned to CR Bra's shareholders other than BPER.

It should be noted that the procedural provisions on connected parties and related parties have been applied, given the correlation relationship existing between the companies participating in the transactions. Both merger transactions are classified for these purposes as "of lesser importance", since the relevance indices threshold has not been exceeded as set by the Consob Regulation no. 17221/2010 (the "Regulation") and BPER's internal regulations contained in the "Group's Policy for non-compliance risk management with reference to conflicts of interest with related parties and risk

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

BPER Banca S.p.A, head office in Modena, via San Carlo, 8/20 -Tax Code and Modena Companies Register no. 01153230360 – Company belonging to BPER BANCA VAT GROUP VAT number no. 03830780361 - Share capital Euro 1,561,883,844 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. 059.2021111 - Telefax 059.2022033 - e-mail: servizio.clienti@bper.it - Certified e-mail (PEC): bper@pec.gruppobper.it - bper.it - istituzionale.bper.it

activities with connected parties" (available on the website www.bper.it - Institutional website > Footer > Information & Regulation > Soggetti Collegati).

BPER made use of the exemption pursuant to Article 14 of the Regulation, limited to the Merger Transaction with CR Saluzzo. For both merger transactions, any and all terms as set out in the aforementioned internal policy shall be fulfilled.

The transaction implementation is subject to prior authorization by the competent Supervisory Authority. Only after the release of said authorization will it be possible - having fulfilled any disclosure duty as required - to submit the Merger Draft Terms for approval to the extraordinary Shareholders' Meetings of BPER and of the Companies to be Merged.

BPER Banca S.p.A.

This press release is also available on the storage mechanism.

Contacts:

Investor Relations	Equity Investments and Special Projects	Media Relations
Gilberto Borghi	Matteo Bigarelli – Giuseppe La Selva	Eugenio Tangerini
Office: (+39)059/202 2194 gilberto.borghi@bper.it	Office: (+39)059/202 2172 – (+39)059/202 2056 matteo.bigarelli@bper.it – giuseppe.laselva@bper.it	Office: +39)059/202 1330 eugenio.tangerini@bper.it

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

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

BPER Banca S.p.A, head office in Modena, via San Carlo, 8/20 -Tax Code and Modena Companies Register no. 01153230360 – Company belonging to BPER BANCA VAT GROUP VAT number no. 03830780361 - Share capital Euro 1,561,883,844 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. 059.2021111 - Telefax 059.2022033 - e-mail: servizio.clienti@bper.it - Certified e-mail (PEC): bper@pec.gruppobper.it - bper.it - istituzionale.bper.it