Bper Banca — M&A Activity 2022

Jul 29, 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 ACCEPTANCE PERIOD PROVISIONAL RESULTS OF THE OFFERS * * * * *

Modena, 29 July 2022 – BPER Banca S.p.A. (the "Offeror") announces that on the date hereof at 17:30 (Italian time) ended the acceptance period related to:

• (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").

Based on the provisional results communicated by Equita SIM S.p.A. as Intermediary in Charge of Coordinating the Collection of Acceptances, at the end of the Acceptance Period, corresponding to 15 trading days, which started on July 11, 2022 at 8:30 (Italian time), (i) No. 96,028,051 Ordinary Shares were tendered to the Mandatory Tender Offer, representing approximately 12.6% of the Issuer's ordinary share capital, and (ii) No. 1 Saving Share was tendered to the Voluntary Tender Offer.

From the Date of the Offer Document to the date hereof, the Offeror has made purchases outside the Mandatory Tender Offer, as communicated by the latter 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.

In the light of the foregoing, based on the provisional results of the Mandatory Tender Offer, if confirmed, and considering the (i) No. 96,028,051 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 per share, 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. 714,315,307 Ordinary Shares, equal to approximately 93.9% of the Issuer's ordinary share capital.

In addition, based on the provisional results of the Voluntary Offer, if confirmed, the Offeror will hold a total of No. 1 Saving Share, equal to 5% of the Issuer's savings share capital.

The final results of the Offers will be announced with a specific press release pursuant to Article 41, Paragraph 6, of the Issuers' Regulation, which will be released by the terms provided by the regulations in force.

It should be noted that the Offers are not subject to any conditions for their effectiveness.

Considering the attainment by the Offeror, as a result of the Acceptance Period, and based on the provisional results of the Offers (if confirmed), of a total stake of more than 90% but less than 95% of the Issuer's ordinary share capital, please note that: (i) pursuant to and for the purposes of Article 40 bis, Paragraph 3, let. b) of the Issuers' Regulation, the Reopening of the Acceptance Period shall not apply; and (ii) the legal requirements are met for the exercise of the Purchase Obligation Pursuant to Article 108, Paragraph 2 of the Consolidated Law on Finance.

Therefore, should the provisional results be confirmed, the Offeror – as declared in the Offer Document – will not restore a free float sufficient to ensure the regular trading of the Shares and will comply with the Purchase Obligation pursuant to Article 108, Paragraph 2 of the Consolidated Law on Finance in relation to the remaining No. 46,408,080 Ordinary Shares of Carige, equal to approximately 6,1% of the Issuer's ordinary share capital.

As indicated in the Offer Document, considering that the Saving Shares do not grant voting rights at the ordinary and extraordinary shareholders' meetings, these are not included in the definition of "securities" pursuant to Article 101-bis of the Consolidated Law on Finance and, therefore, they will not be taken into account for the purpose of verifying whether the Offeror exceeds the threshold of 90% of the ordinary share capital referred to above. However, 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 Offer.

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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 Offering 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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