Bper Banca — M&A Activity 2021

Feb 19, 2021

PRESS RELEASE

Completed acquisition from the Intesa Sanpaolo Group of the banking business complex consisting of 486 Branches and 134 Operational Units

Modena, 19 February 2021. BPER Banca would like to announce that final contracts were signed today for the purchase from the Intesa Sanpaolo Group of a series of banking assets1 split into three business units consisting of 486 Branches and 134 Operational Units2 . The geographical distribution of the branches and operational units shows a high concentration in Northern Italy, particularly in Lombardy.

The contracts signed with the Intesa Sanpaolo Group pursuant to art. 58 of the Consolidated Banking Law concern the legal relationships, assets and liabilities of a UBI Banca business unit3 (consisting of 455 bank branches and 132 operational units), a business unit of the Intesa Sanpaolo Group (consisting of 31 bank branches and 2 operational units) and a business unit of UBISS (consortium company controlled by UBI Banca), which focuses essentially on providing services to the branches involved in the acquisition.

The transfer to BPER Banca of the business units of UBI Banca and UBISS will take effect for legal purposes on Monday 22 February, while the transfer of the Intesa Sanpaolo Group business unit will take effect on 21 June 2021.

The total consideration paid to the Intesa Sanpaolo Group for the series of banking assets including the three business units acquired is approximately € 644.04 million, of which € 23.5 million relating to the business unit belonging to Intesa Sanpaolo will be paid on the day that the transfer takes effect. The Common Equity Tier 1 of the business unit is equal to € 1,611.0 million.

BPER Banca S.p.A.

The press release is also available in the storage mechanism. Contacts:

investor.relations@bper.it matteo.bigarelli@bper.it rel.est@bper.it

Investor Relations Chief Strategy Officer External Relations and CSR

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.

³ List confirmed under the terms contained in the press release of 12 November 2020.

¹ Series of banking assets as identified by the Agreement of 17 February 2020 and subsequent amendments

² Branches are understood as structures with accounting autonomy and locally managed legal relations with customers. "Operational Units" are understood as: 1) Points of sale that have a CAB code without accounting and commercial autonomy, which are dependent on a "parent" branch, but where relations with customers are not managed locally; or 2) for the UBI Network, "mini-treasury branches", i.e. points of sale with a CAB code without accounting autonomy, dependent on a parent branch, dedicated to the management of an important treasury agreement with an entity and generally located on the entity's premises; 3) Corporate/Private Banking corners, i.e. separate internal offices, without accounting autonomy, set up to handle customers with added value.

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 2,100,435,182.40 - 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. 059.2021111 - Telefax 059.2022033 - e-mail: servizio.clienti@bper.it - Certified e-mail (PEC): bper@pec.gruppobper.it - bper.it – istituzionale.bper.it ⁴ Value that expresses the sum of the price of the business unit (0.38 times the value of the Common Equity Tier 1 at the reference date of 30 June 2020) and the portion of the charge pertaining to BPER, equal to € 31.9 million , relating to the securitization of bad loans completed by UBI Banca in December 2020.