Bper Banca — M&A Activity 2022

Jul 8, 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

pursuant to Article 38, paragraph 2, of the Regulation issued by CONSOB with Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented ("Issuers' Regulation").

* * * * * PUBLICATION OF THE OFFER DOCUMENT * * * * *

Modena, 8 July 2022 – BPER Banca S.p.A. (the "Offeror") announces, pursuant to art. 38, paragraph 2, of the Issuers' Regulation, to have published today the offering document, approved by Consob with resolution No. 22390, of July 6, 2022 (the "Offer Document"), relating to:

• (i) the mandatory tender offer, pursuant to Articles 102 and 106, paragraph 1, of Legislative Decree of 24 February 1998, no. 58, as subsequently amended (the "Italian Consolidated Finance Law") (the "Mandatory Tender Offer") on all ordinary shares (the "Ordinary Shares") of Banca Carige S.p.A. ("Carige" or the "Issuer"), other than the No. 604,154,459 held by the Offeror, representing 79.418% of the share capital of Carige, and the No. treasury shares in addition to the No. 44 old ordinary shares with a par value of Lire 10,000 per share, equal to approximately 0.00003% of the share capital of 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,

The Offer Document has been published on the Offeror's website (https://istituzionale.bper.it/) and on the website of the Global Information Agent (www.morrowsodali-transactions.com). The Offer Document can also be consulted by the public at: (i) the registered office of the Intermediary in Charge of Coordinating the Collection of Subscriptions, in Milan, Via Turati No. 9; (ii) the registered office of the Intermediaries in Charge; (iii) the registered office of the Issuer in Milan, Via Cassa di Risparmio No. 15; and (iv) the Offeror's registered office located in Modena, via San Carlo, No. 8/20.

The "Issuer's notice", drawn up pursuant to articles 103, paragraph 3, of the Italian Consolidated Finance Law and 39 of the Issuers Regulation, approved by the Issuer's board of directors during the meeting held on July 6, 2022, is attached to the Offer Document accompanied by the opinion of the independent directors of the Issuer, drawn up pursuant to article 39-bis of the Issuers Regulation, with

the relative attachments.

The acceptance period of the Offers (the "Acceptance Period"), agreed upon with Borsa Italiana, will start at 8:30 am (Italian time) on July 11, 2022 and will end at 17:30 (Italian time) on July 29, 2022.

The consideration of the Mandatory Tender Offer, equal to Euro 0.80 per each Ordinary Share tendered in the Mandatory Tender Offer (the "Consideration of the Mandatory Tender Offer"), and the consideration of the Voluntary Tender Offer, equal to Euro 25,000 per each Savings Share tendered in the Voluntary Tender Offer (the "Consideration of the Voluntary Tender Offer" and, jointly with the Consideration of the Mandatory Tender Offer, the "Considerations"), will be paid to the tendering shareholders on August 5, 2022 (the "Payment Date").

If the conditions are met, the Acceptance Period will be reopened for five consecutive trading days starting from the open stock exchange day following the Payment Date, and therefore, for the sessions of 8, 9, 10, 11 and 12 August 2022 (the "Reopening of Terms").

In case of the Reopening of Terms, the payment of the Considerations in respect of the Shares that have been the object of acceptance during the Reopening of Terms period will take place on August 19, 2022.

For additional information on the terms and conditions of the Offers please refer to the Offer Document.

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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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