Bper Banca — M&A Activity 2022

Sep 9, 2022

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS NOTICE IS NOT PERMITTED IN ANY COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION

MANDATORY TENDER OFFER ON ALL ORDINARY SHARES OF BANCA CARIGE S.P.A.

AND

VOLUNTARY TENDER OFFER ON ALL SAVINGS SHARES OF BANCA CARIGE S.P.A.

LAUNCHED BY BPER BANCA S.P.A.

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PRESS RELEASE

END OF THE SELL-OUT ACCEPTANCE PERIOD

PROVISIONAL RESULTS OF THE PROCEDURE FOR THE FULFILLMENT OF THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 2 OF THE CONSOLIDATED LAW ON FINANCE

TERMS AND DEADLINES FOR THE EXERCISE OF THE PURCHASE RIGHT PURSUANT TO ARTICLE 111 OF THE CONSOLIDATED LAW ON FINANCE AND DELISTING OF CARIGE SHARES

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Modena, September 9, 2022 – BPER Banca S.p.A. (the "Offeror"), announces the provisional results of the procedure for the fulfillment of the purchase obligation by the Offeror pursuant to article 108, paragraph 2 of the Consolidated Law on Finance (the "Sell-Out Procedure"), ending on the date hereof, which was launched as a result of:

• (i) the mandatory tender offer, pursuant to Articles 102 and 106, paragraph 1, of the Consolidated Law on Finance (the "Mandatory Tender Offer") on all ordinary shares (the "Ordinary Shares") of Banca Carige S.p.A. ("Carige" or the "Issuer"), and
• (ii) the voluntary tender offer, pursuant to Article 102 of the Consolidated Law on Finance (the "Voluntary Tender Offer" and, jointly with the Mandatory Tender Offer, the "Offers"), on all savings shares (the "Savings Shares" and, jointly with the Ordinary Shares, the "Shares") of Carige.

Unless otherwise defined in this press release, the capitalized terms shall have the meaning ascribed to them under the offer document approved by Consob with resolution no. 22390 of July 6, 2022 and published on July 8, 2022 (the "Offer Document") and in the press release on the final results of the Offers, which was published by the Offeror on August 3, 2022 (the "Release of Final Results").

Provisional results of the procedure for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance

Based on the provisional results communicated by Equita SIM S.p.A. as Intermediary in Charge of Coordinating the Collection of the Acceptances, by the end of the Sell-Out Procedure, (i) Requests for Sale for a total number of 10,705,229 Remaining Ordinary Shares were submitted, representing approximately 1.41% of the Issuer's ordinary share capital, and (ii) n. 7 Savings Shares were tendered to

the Reopened Voluntary Tender Offer.

In addition, following the publication of the Press Release on the Final Results and during the Sell-Out Period, the Offeror purchased no. 6,075,424 Remaining Ordinary Shares, representing 0.80% of the Issuer's ordinary share capital (the "Purchases on the Electronic Stock Market (MTA)"), outside the Sell-Out Procedure under art. 108, paragraph 2 of the Consolidated Law on Finance, as announced in the press releases issued by the Offeror pursuant to Article 41, paragraph 2, lett. c), of the Issuers' Regulation.

Therefore, on the payment date of the Sell-Out Procedure on September 16, 2022 (the "Sell-Out Payment Date"), based on the provisional results set forth above, where confirmed, in consideration of the (i) No. 10,705,229 Remaining Ordinary Shares for which Requests for Sale were received during the Sell-Out Procedure (equal to 1.41% of the Issuer's ordinary share capital), (ii) the No. 219 Treasury Shares, equal to approximately 0.00003% of the Issuer's share capital, (iii) No. 720,390,509 Ordinary Shares already owned by the Offeror including in consideration of the Purchases on the MTA (equal to 94.70% of the Issuer's ordinary share capital), the Offeror will hold a total of No. 731,095,957 Ordinary Shares, equal to approximately 96.11% of the Issuer's ordinary share capital. Furthermore, in consideration of the (i) No. 1 Savings Share tendered during the Acceptance Period of the Offers (equal to 5% of the Issuer's savings share capital) and (ii) No. 7 Savings Shares tendered to the Reopened Voluntary Tender Offer (equal to 35% of the Issuer's savings share capital), the Offeror will hold a total No. 8 Savings Shares, equal to 40% of the Issuer's savings share capital.

With a specific press release pursuant to Article 50-quinquies, Paragraph 5, of the Issuers' Regulation, which will be released by the deadline provided by regulations in force, the final results of the Sell-Out Procedure will be announced.

Payment of the Sell-Out consideration

The Shareholders that requested the Offeror to purchase the Remaining Ordinary Shares will receive the consideration of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, equal to Euro 0.80 for each Remaining Ordinary Share - determined pursuant to Article 108, Paragraph 3, of the Consolidated Law on Finance - on the Sell-Out Payment Date, i.e. on September 16, 2022, in accordance with the terms and the procedure set forth in the Press Release on the Final Results and in the Request for Sale.

Joint Procedure for the exercise of the Purchase Right pursuant to Article 111 of the Consolidated Law on Finance and fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance

Based on the provisional results (where confirmed) and considering the Ordinary Shares held by the Offeror and of the Treasury Shares held by the Issuer, it should be noted that, considering that the Offeror, at the end of the Sell-Out Procedure, owns a stake higher than 95% of the Issuer's ordinary share capital (as already communicated to the market on September 1, 2022), in accordance with Warning A.11 and Section G, Paragraph G.3 of the Offer Document, the legal requirement for the exercise of the Purchase Right, which the Offeror has already declared to exercise in the Offer Document, and for the exercise of the Purchase Obligation pursuant to Article 108, Paragraph 1, of the Consolidated Law on Finance, are met.

The Offeror will exercise the Purchase Right on the Carige Ordinary Shares and will simultaneously exercise the Purchase Obligation pursuant to Art. 108, paragraph 1, of the Consolidated Law on Finance by carrying out a unified procedure agreed with Consob and Borsa Italiana (the "Joint Procedure").

The Joint Procedure will relate to the total number of the Issuer's Ordinary Shares still held by the

market, corresponding to No. 29,627,430 Ordinary Shares of Carige, equal to 3.89% of the Issuer's ordinary share capital following the Purchase Obligation Payment Date (the "Additional Remaining Ordinary Shares"); therefore (i) the Ordinary Shares of Carige already held by the Offeror and the Treasury Shares held by the Issuer, and (ii) the Savings Shares, as indicated in the Offer Document, will be excluded from the Joint Procedure.

Pursuant to Article 108, paragraph 3, of the Consolidated Law on Finance, as recalled by Article 111 of the Consolidated Law on Finance, the Purchase Right will be exercised by the Offeror by means of paying for each Additional Remaining Ordinary Share a consideration equal to the Consideration of the Mandatory Tender Offer and to the consideration of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance (i.e. Euro 0.80) (the "Consideration of the Joint Procedure"). Given the Additional Remaining Ordinary Shares, the overall consideration of the Joint Procedure is equal to Euro 23,701,944.00 (the "Overall Consideration").

In order to carry out the Joint Procedure, on September 20, 2022, the Offeror will confirm to the Issuer that an amount equal to the Overall Consideration shall be deposited in an account in the name of the Offeror with a bank pursuant to Article 11, Paragraph 3, of the Consolidated Law on Finance (the "Dedicated Account"), reserved for the payment of the Consideration of the Joint Procedure, and that such amounts are available in the Dedicated Account for the payment of the Consideration of the Joint Procedure. The Joint Procedure, therefore, will become effective on September 20, 2022, the day on which the transfer of the ownership of the Additional Remaining Ordinary Shares to the Offeror will become effective with the related entries being made in the shareholders' register by the Issuer pursuant to Article 111, paragraph 3, of the Consolidated Law on Finance.

It should be noted that the Purchase Right will be exercised on all the Additional Remaining Ordinary Shares and, that, therefore, irrespective of the request for payment of the Consideration of the Joint Procedure, the transfer of ownership of the Additional Remaining Ordinary Shares to the Offeror will become effective from the date of communication to the Issuer that the Overall Consideration has been deposited in the Dedicated Account, with the related entries being consequently made in the shareholders' register by the Issuer pursuant to Article 111, paragraph 3, of the Consolidated Law on Finance.

The holders of the Additional Remaining Ordinary Shares may obtain payment of the Consideration of the Joint Procedure directly from their respective depository intermediaries. The obligation to pay the consideration of the Joint Procedure shall be deemed to be fulfilled when the relevant amounts are transferred to the Depository Intermediaries from which the Additional Remaining Ordinary Shares subject to the Joint Procedure originated.

The risk that the Depository Intermediaries may not transfer or may delay the transfer of the sums to the entitled parties remains solely with the shareholders.

Pursuant to Article 2949 of the Italian Civil Code, following the five-year limitation period from the date on which the Overall Consideration is deposited, the Offeror shall be entitled to claw back the amounts deposited and not collected by those entitled, without prejudice to the provisions of Articles 2941 et seq. of the Italian Civil Code.

Delisting of Carige Shares

It should also be noted that, pursuant to Article 2.5.1, Paragraph 6, of the Stock Exchange Regulation, Borsa Italiana will provide for the Issuer's Ordinary Shares to be suspended from listing on Euronext Milan on September 16 and 19, 2022 and delisted starting from September 20, 2022.

In addition, as indicated in the Offer Document, pursuant to Article 2.5.1 of the Stock Exchange

Regulation, Borsa Italiana will simultaneously order the delisting of the Savings Shares on September 20, 2022. Therefore, the holders of the Savings Shares who have not tendered to the Reopened Voluntary Tender Offer will remain owners of financial instruments that are not listed on any regulated market, with the consequent difficulty of liquidating their investment in the future.

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As announced to the market on August 19, 2022 in relation to the planned merger by absorption of Carige into BPER, holders of Carige Savings Shares who decided not to tender to the Reopened Voluntary Tender Offer will have the right to opt for an exchange of their savings shares into BPER ordinary shares traded on Euronext Milan or, if so opted for, into BPER newly issued privileged shares, which will not be traded on any regulated market and will have the same privilege under the articles of association as the current Savings Shares.

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The Mandatory Tender Offer is promoted exclusively in Italy, as the Ordinary Shares are only listed in Italy, and is addressed, on a non-discriminatory and equal basis, to all holders of the Ordinary Shares.

The Voluntary Tender Offer is promoted exclusively in Italy, notwithstanding that the Savings Shares - as a result of Borsa Italiana's Measure No. 8718 of 11 December 2020 - have been suspended indefinitely from trading on Euronext Milan, and is addressed, on a non-discriminatory and equal basis, to all holders of the Savings Shares.

The Offers will not be promoted or marketed, directly or indirectly, in the United States of America, Australia, Canada, Japan or any other country in which the Offers are not permitted in the absence of authorisation by the competent local authorities or are in breach of rules or regulations (the "Other Countries"), nor by using means of communication or international commerce (including, without limitation, the postal network, facsimile, telex, electronic mail, telephone and Internet) of the United States of America, Australia, Canada, Japan or the Other Countries, nor any facility of any of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, nor in any other manner. In addition, the Offers may not be accepted through the aforementioned national or international means of communication or commerce or from within the territory of the United States.

A copy of the Offeror' notice, of the Offer Document, or portions thereof, as well as copies of any documents relating to the Offers, are not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the United States of America, Australia, Canada, Japan, or the Other Countries. Any person receiving the aforesaid documents shall not distribute, send or dispatch them (either by mail or by any other means or instrument of communication or international commerce) in the United States of America, Australia, Canada, Japan or the Other Countries.

Any subscription to the Offers resulting from solicitation activities carried out in breach of the afore-mentioned limitations will not be accepted.

The Offeror' notice, the Offer Document, and any other documents relating to the Offers, shall not constitute or be construed as an offer of financial instruments addressed to persons domiciled and/or resident in the United States of America, Canada, Japan, Australia or the Other Countries. No instrument may be offered, purchased or sold in the United States of America, Australia, Canada, Japan or the Other Countries in the absence of specific authorisation in accordance with the applicable provisions of the local laws of those states or the Other Countries or waiver from those provisions.

Subscription to the Offers by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by legal or regulatory provisions. It is the sole responsibility of the recipients of the Offers to comply with such regulations and, therefore, to verify their existence and applicability by contacting their advisors before joining the Offers. Any subscription to the Offers resulting from solicitation activities carried out in breach of the afore-mentioned limitations will not be accepted.

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

Contacts:

Investor Relations investor.relations@bper.it

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

This press release is also available in the storage device.

External Relations relest@bper.it