Bper Banca — M&A Activity 2022

Jul 6, 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

BPER BANCA S.P.A. ANNOUNCES THAT THE OFFER DOCUMENT HAS BEEN APPROVED BY CONSOB * * * * *

Modena, 6 July 2022 – BPER Banca S.p.A. (the "Offeror") announces that on the date hereof CONSOB, with resolution No. 22390, of July 6, 2022, has approved, pursuant to Article 102, paragraph 4, of Legislative Decree of 24 February 1998, no. 58, as subsequently amended (the "Italian Consolidated Finance Law"), the offer document (the "Offer Document") relating 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"), 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 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.

The Offer Document containing a description of the Offers, as well as the procedures to tender it, will be published in accordance with the applicable law on the Offeror's website (https://istituzionale.bper.it/) and on the website of the Global Information Agent (www.morrowsodali-transactions.com). The aforementioned publication and the procedures for the dissemination of the Bid Document will be disclosed to the public by means of a press release.

* * * * *

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/

This press release is also available in the storage device.