Bper Banca — M&A Activity 2022

Aug 22, 2022

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

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PRESS RELEASE PURSUANT TO ARTICLE 41, PARAGRAPH 2, LETTER C) OF THE REGULATION ISSUED BY CONSOB WITH RESOLUTION NO.11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED ("ISSUERS' REGULATION")

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Modena, 22 August 2022 – With reference to 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 of Banca Carige S.p.A. ("Carige" or the "Issuer"), and 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 the 20 savings shares of Carige, promoted by BPER Banca S.p.A. (the "Offeror"), whose acceptance period started on July 11, 2022 and ended on July 29, 2022, we hereby communicate pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulation that on the date hereof the Offeror, through Equita SIM S.p.A., executed the following share purchase transactions:

Ordinary Shares (ISIN Code: IT0005428195)

Date	Modalities of the transactions	Type of the transaction	Number of ordinary shares	Weighted average consideration per share rounded (in Euro)	Total countervalue (in Euro)
22/08/2022	Purchases on Euronext Milan	Purchase	298,491	0.7999	238,763

It should be noted that the purchase transactions covered by this press release were carried out at a consideration per ordinary share not exceeding Euro 0.80 (i.e. the consideration offered for each ordinary share in the context of the Mandatory Tender Offer).

Please note that, in consideration of the final results of the Mandatory Tender Offer, the Offeror will fulfil the purchase obligation pursuant to Art. 108, paragraph 2, of the Consolidated Law on Finance in the period from 22 August to 9 September 2022, unless extended (for further information, please refer to the press release on the final results of the Offers, published on 3 august 2022).

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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.

Contacts:

Investor Relations investor.relations@bper.it External Relations relest@bper.it

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

This press release is also available in the storage device.