Bper Banca — M&A Activity 2022

Aug 3, 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.

* * * * *

PRESS RELEASE

FINAL RESULTS OF THE OFFERS 93.9% OF THE ORDINARY SHARE CAPITAL OF CARIGE HAS BEEN REACHED AS A RESULT OF THE MANDATORY TENDER OFFER

SELL OUT PERIOD: AUGUST 22, 2022 – SEPTEMBER 9, 2022 (FIRST AND LAST DAY INCLUDED)

SHAREHOLDERS NOT SELLING THEIR SHARES AS PART OF THE PROCEDURE FOR FULFILLING THE PURCHASE OBLIGATION AND THE REOPENED VOLUNTARY TENDER OFFER WILL BECOME OWNERS OF UNLISTED SHARES WITH THECONSEQUENT DIFFICULTY OF LIQUIDATING THEIR INVESTMENT IN THE FUTURE * * * * *

Modena, August 3, 2022 –Following up on its press release of July 29, 2022, BPER Banca S.p.A. (the "Offeror"), announces, pursuant to Article 41, paragraph 2 of the Issuers' Regulation, the final results of the acceptance 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 the 20 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").

FINAL RESULTS OF THE OFFERS

Based on the final results communicated by Equita SIM S.p.A. as Intermediary in Charge of Coordinating the Collection of the Acceptances, at the end of the Acceptance Period, which started on July 11, 2022 at 8:30 (Italian time) and ended on July 29, 2022 at 17:30 (Italian time), (i) No. 96,028,048 Ordinary Shares

were tendered to the Mandatory Tender Offer, representing approximately 12.6% of the Issuer's ordinary share capital, and (ii) No. 1 Savings Share was tendered to the Voluntary Tender Offer.

From the Date of the Offer Document to the last date of the Acceptance Period (July 29, 2022), the Offeror has made purchases outside the Mandatory Tender Offer, through Equita SIM S.p.A., as communicated by the Offeror in compliance with the applicable laws and regulations on July 21, 22, 25, 26, 27 and 29, 2022 for a total of No. 14,132,578 Ordinary Shares, equal to approximately 1.9% of the Issuer's ordinary share capital.

Based on the final results of the Mandatory Tender Offer, in consideration of the (i) No. 96,028,048 Ordinary Shares tendered to the Mandatory Tender Offer during the Acceptance Period (equal to 12.6% of the Issuer's ordinary share capital), (ii) No. 14,132,578 Ordinary Shares purchased outside the Mandatory Tender Offer subsequently to the Date of the Offer Document (equal to 1.9% of the Issuer's ordinary share capital), (iii) the No. 219 Treasury Shares in addition to the No. 44 old ordinary shares with a par value of Lira 10,000 each, equal to approximately 0.00003% of the Issuer's share capital, (iv) No. 604,154,459 Ordinary Shares already owned by the Offeror (equal to 79.418% of the Issuer's share capital), as a result of the Mandatory Tender Offer, the Offeror will hold a total of No. 714,315,304 Ordinary Shares, equal to approximately 93.9% of the Issuer's ordinary share capital.

The final results reported above reflect a revision downwards of no. 3 Ordinary Shares compared to the provisional results of the Mandatory Tender Offer announced on July 29, 2022.

In addition, based on the final results of the Voluntary Tender Offer, which confirmed the provisional results already announced on July 29, 2022, the Offeror will hold No. 1 Savings Share, equal to 5% of the Issuer's savings share capital.

The final results confirm the attainment by the Offeror of more than 90% but less than 95% of the Issuer's ordinary share capital. Therefore, on the date hereof, the legal requirements for the fulfilment of the Purchase Obligation under Article 108, paragraph 2, of the Consolidated Law on Finance have been met.

In light of the foregoing, the Offeror (i) at the Date of Payment will purchase all Shares tendered to the Offers during the Acceptance Period; and (ii) will fulfil its obligation to purchase pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance the No. 46,408,083 remaining Ordinary Shares outstanding (i.e. less the: No. 96,028,048 Ordinary Shares tendered to the Mandatory Tender Offer during the Acceptance Period, No. 14,132,578 Ordinary Shares purchased outside the Mandatory Tender Offer subsequently to the Date of the Offer Document, No. 219 Treasury Shares in addition to the No. 44 old ordinary shares with a par value of Lira 10,000 each, equal to approximately 0.00003% of the Issuer's share capital, and No. 604,154,459 Ordinary Shares already owned by the Offeror), to an extent corresponding to 6.1% of the Issuer's ordinary share capital (the "Remaining Ordinary Shares").

In addition, as already announced on July 29, 2022, the terms of the Purchase Obligation pursuant to Article 108, Paragraph 2 of the Consolidated Law on Finance will also be voluntarily extended to the Voluntary Tender Offer (the "Reopened Voluntary Tender Offer"), granting Carige's savings shareholders who had not tendered their savings shares to the Voluntary Tender Offer the opportunity to transfer their savings shares (the "Remaining Savings Shares" and, together with the Remaining Ordinary Shares, the "Remaining Shares") to the Offeror at a price of Euro 25,000.00 per Savings Share.

The Offeror reserves the right to purchase Remaining Shares outside either the Sell-Out Procedure (as defined below) or the Reopened Voluntary Tender Offer, pursuant to the applicable law. Any further purchases outside the Procedure or the Reopened Voluntary Tender Offer will be disclosed to the market pursuant to Article 41, paragraph 2, letter c) of the Issuers' Regulation.

Considerations and Payment Date

It should be noted that on the Payment Date, i.e. August 5, 2022, the Offeror will pay, in return for the simultaneous transfer of ownership of such shares to the Offeror, (i) to each shareholder adhering to the Mandatory Tender Offer during the Acceptance Period a consideration of EUR 0.80 for each Ordinary Share tendered to the Mandatory Tender Offer, and (ii) to each shareholder adhering to the Voluntary Tender Offer during the Acceptance Period a consideration of EUR 25,000.00 for each Savings Share tendered to the Voluntary Tender Offer.

The Considerations will be paid in cash. The Considerations will be paid by the Offeror to the account indicated by the Intermediary Appointed to Coordinate the Collection of Acceptances and transferred by the latter to the Appointed Intermediaries that will transfer the funds to the Depository Intermediaries for crediting the accounts of their respective customers, in accordance with the instructions provided by the Adhering Shareholders in the Acceptance Form.

The Offeror's obligation to pay the Considerations under the Offers shall be deemed to have been fulfilled when the relative amounts are transferred to the Appointed Intermediaries. The adhering Shareholders will remain solely liable for the risk that the Depository Intermediaries may fail to transfer such amounts to the parties entitled thereto or delay such transfer.

PURCHASE OBLIGATION UNDER ARTICLE 108, PARAGRAPH 2, OF THE CONSOLIDATED LAW ON FINANCE, REOPENED VOLUNTARY TENDER OFFER AND DELISTING

The procedure agreed upon with Borsa Italiana for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance (the "Procedure") and the Reopened Voluntary Tender Offer will be carried out according to the modalities and terms set forth below.

Consideration for the fulfilment of the Purchase Obligation Pursuant Article 108, paragraph 2, of the Consolidated Law on Finance and for the Reopened Voluntary Tender Offer

The consideration for each Remaining Ordinary Share that the Offeror will purchase from the relevant holder will be equal to the Mandatory Tender Offer Consideration, according to Article 108, paragraph 3, of the Consolidated Law on Finance i.e. Euro 0.80 for each Ordinary Remaining Share (the "Purchase Obligation Consideration").

In consideration of the number of the Remaining Ordinary Shares subject to the Purchase Obligation under Article 108, paragraph 2, of the Consolidated Law on Finance, the overall value of the Remaining Ordinary Shares subject to the Purchase Obligation under Article 108, paragraph 2, of the Consolidated Law on Finance is equal to Euro 37,126,466.40.

In addition, the consideration for each Remaining Savings Share that the Offeror will purchase from the relevant holder will be equal to the Voluntary Tender Offer Consideration (the "Reopened Voluntary Tender Offer Consideration").

In consideration of the number of the Remaining Savings Shares subject to the Reopened Voluntary Tender Offer, the overall value of the Remaining Savings Shares subject to the Reopened Voluntary Tender Offer is equal to Euro 475,000.00.

Sell-Out Period

The Offeror announces that the period agreed upon with Borsa Italiana, during which the Offeror will fulfil the Purchase Obligation under Article 108, paragraph 2, of the Consolidated Law on Finance, will start at 8:30 (Italian time) on August 22, 2022 and will end at 17:30 (Italian time) on September 9, 2022 first and last day included (the "Sell-Out Period"), unless the Sell-Out Period is extended.

Therefore, the holders of the Remaining Ordinary Shares will be able to tender their Remaining Ordinary Shares to the Mandatory Tender Offer during the Sell-Out Period.

As already communicated, the terms of the Purchase Obligation pursuant to Article 108, Paragraph 2 of the Consolidated Law on Finance will voluntarily be extended also to the Reopened Voluntary Tender Offer.

Methods for submitting the Requests for Sale and for tendering to the Extended Voluntary Tender Offer

The holders of the Remaining Shares will be able to tender their Remaining Shares to the Offers during the Sell-Out Period by submitting to an Appointed Intermediary, by no later than the last day of the Sell-Out Period (i.e., September 9, 2022, unless the Sell-Out Period is extended), the relevant request form for the Remaining Ordinary Shares (the "Request for Sale") and the relevant acceptance form for the Remaining Savings Shares (the "Extended Voluntary Tender Offer Acceptance Form"), each duly filled out and signed, while at the same time depositing the therein indicated Remaining Shares at the same Appointed Intermediary.

The shareholders who intend to request the Offeror to purchase the Remaining Ordinary Shares or to tender to the Reopened Voluntary Tender Offer (the "Shareholders") may deliver their Request for Sale or the Reopened Voluntary Tender Offer Acceptance Form to -and deposit the therein indicated Remaining Shares at- the Depository Intermediaries, provided that delivery and deposit are made in time to allow the Depository Intermediaries to deposit the Remaining Shares at the Intermediaries Appointed Designated to Coordinate and Collect the Acceptances by no later than the last day of the Sell-out Period.

in order to be tendered as part of the Procedure and the Reopened Voluntary Tender Offer, the Remaining Shares must be properly registered and available in a securities account held by the Shareholder with a Depository Intermediary. In addition, the Remaining Shares must be free from liens and encumbrances of any kind and nature - whether in rem, mandatory or personal - and must be freely transferable to the Offeror.

Lastly, the Remaining Shares deriving from purchase transactions made on the market may be tendered to the Procedure or the Reopened Voluntary Tender Offer only after payment of such transactions within the settlement system.

Signing of the Requests for Sale and Reopened Voluntary Tender Offer Acceptance Forms will respectively be considered to constitute an irrevocable instruction submitted by the individual owner of Remaining Shares to the Appointed Intermediary and/or Appointed Intermediaries, with which the Remaining Shares are deposited in a securities account, for the Remaining Shares to be transferred to the Offeror at the payment date.

At the time of signing the Requests for Sale or the Reopened Voluntary Tender Offer Acceptance Forms, Shareholders will vest the Appointed Intermediary and/or Appointed Intermediaries with the mandate to carry out all formalities necessary and appropriate to transfer the Remaining Shares to the Offeror.

The Shareholders will remain solely liable for the risk that the Depository Intermediaries may fail to deliver the Requests for Sale or the Reopened Voluntary Tender Offer Acceptance Form by the last valid day of the Sell-Out Period to the Appointed Intermediaries.

The Requests for Sale and the tendering to the Reopened Voluntary Tender Offer are irrevocable.

Payment date of the Purchase Obligation Consideration and the Reopened Voluntary Tender Offer Consideration, and transfer of ownership of the Remaining Shares to the Offeror

Payment of the Purchase Obligation Consideration and the Additional Offer Consideration will be made

on the fifth Trading Day following the closing date of the Sell-Out Period, namely on September 16, 2022 (unless the Sell-Out Period is extended).

The Purchase Obligation Consideration and the Reopened Voluntary Tender Offer Consideration will be paid by the Offeror to the account indicated by the Intermediary in Charge of Coordinating and of the Collection of the Acceptance forms and transferred by the latter to the Appointed Intermediaries that will transfer the funds to the Depository Intermediaries for crediting the amount to the accounts of their respective customers, in accordance with the instructions provided by the Shareholders in their Requests for Sale and Reopened Voluntary Tender Offer Acceptance Form.

The Offeror's obligation to pay the Obligation Consideration and the Reopened Voluntary Tender Offer Consideration shall be deemed to have been fulfilled when the relative amounts are transferred to the Appointed Intermediaries.

The Shareholders will remain solely liable for the risk that the Appointed Intermediaries or the Depository Intermediaries may fail to transfer such amounts to the parties entitled thereto or delay such transfer.

Purchase Right and Purchase Obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance

In the event that, following the Procedure for the fulfilment of the Purchase Obligation pursuant to Art. 108, paragraph 2, of the Consolidated Law on Finance, the Offeror reaches, including by virtue of any potential purchase made on the market, an overall shareholding of at least 95% of the Issuer's ordinary share capital, the Purchase Right pursuant to Article 111 of the Consolidated Law on Finance and fulfilling the Purchase Obligation pursuant to Art. 108, paragraph 1, of the Consolidated Law on Finance will apply (i.e. "squeeze-out").

As declared by the Offeror in the Offer Document, the Offeror will exercise the Purchase Right, and will at the same time fulfil the Purchase Obligation pursuant to Art. 108, paragraph 1, of the Consolidated Law on Finance by carrying out a unified procedure agreed upon with Consob and Borsa Italiana (the "Joint Procedure"), concerning all the Ordinary Shares still held by the market at the Purchase Obligation Consideration Payment Date (the "Additional Remaining Ordinary Shares").

The Joint Procedure will be agreed upon with Consob and Borsa Italiana pursuant to Article 50 quinquies, paragraph 1, of the Issuers' Regulations. The Offeror will communicate the potential existence of the conditions for the initiation of the Joint Procedure at the time of the disclosure of the provisional results of the Procedure for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, by the evening of the last day of the Sell-Out Period, whereby information will be provided as to: (i) the amount of the Additional Remaining Ordinary Shares (in absolute and percentage terms); (ii) the procedures and terms under which the Joint Procedure will be implemented; and (iii) the timing of the Delisting.

This information will subsequently be confirmed in the press release on the final results of the Procedure for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance which will be published by the Offeror.

The Offeror will pay a price for each of the Additional Remaining Ordinary Shares equal to the Mandatory Tender Offer Consideration, i.e. Euro 0.80 for each of the Additional Remaining Ordinary Shares.

Delisting of Carige Shares in case of failure to achieve 95% of the ordinary share capital

If, following the Procedure for the fulfilment of the Purchase Obligation pursuant to article 108, paragraph 2 of the Consolidated Law on Finance, the threshold of 95% of the Issuer's ordinary share

capital is not reached, Borsa Italiana, pursuant to art. 2.5.1, paragraph 6 of the Stock Exchange Regulation will order the delisting of the Issuer's Ordinary Shares starting from the first trading day following the Purchase Obligation Consideration Payment Date.

In such a scenario, the Issuer's shareholders who have not sold their Remaining Ordinary Shares as part of the Procedure for the fulfilment of the Purchase Obligation pursuant to article 108, paragraph 2 of the Consolidated Law on Finance, will become owners of shares that are not listed on any regulated market, with the consequent difficulty of liquidating their investment in the future.

As indicated in the Offer Document, if the conditions of the Purchase Obligation pursuant to Article 108, paragraph 2 of the Consolidated Law on Finance are met, Borsa Italiana will simultaneously order the delisting of the Savings Shares pursuant to Article 2.5.1 of the Stock Exchange Regulations. In the event of the delisting of the Savings Shares, 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.

Delisting of Carige Shares in case of achieving 95% of the ordinary share capital

In the event that, following the Procedure for the fulfillment of the Purchase Obligation pursuant to article 108, paragraph 2 of the Consolidated Law on Finance, the Offeror (taking into account the shares of the Issuer already owned by the Offeror) reaches the threshold of 95% of the Issuer's ordinary share capital and the Joint Procedure is therefore implemented, Borsa Italiana -pursuant to article 2.5.1, paragraph 6, of the Stock Exchange Regulation- will suspend and/or revoke the Issuer's shares from listing on Euronext Milan, taking into account the time required to exercise the Purchase Right.

As indicated in the Offer Document, if the conditions of the Purchase Obligation pursuant to Article 108, paragraph 1 of the Consolidated Law on Finance are met, Borsa Italiana will simultaneously order the delisting of the Savings Shares pursuant to Article 2.5.1 of the Stock Exchange Regulations. In the event of the delisting of the Savings Shares, 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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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 External Relations relest@bper.it

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

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