Bper Banca — M&A Activity 2022

Jun 30, 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

Announcement of re-opening of the review period pursuant to Article 38, paragraph 1, of the Regulation adopted by the Italian Securities Commission, CONSOB, with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation") * * * * *

Modena, June 30, 2022 – With reference to the offer document (the "Offer Document") filed on 10 June 2022 with CONSOB and related to:

• (i) the mandatory tender offer, pursuant to Articles 102 and 106, paragraph 1, of the Consolidated Law on Finance on all ordinary shares of Banca Carige S.p.A. ("Carige"), and
• (ii) the voluntary tender offer, pursuant to Article 102 of the Consolidated Law on Finance, on the 20 savings shares of Carige,

launched by BPER Banca S.p.A. (the "Offeror"), the Offeror informs that - following the press release dated 17 June 2022 relating to the suspension of the terms for the approval of the Offer Document today CONSOB provided for, under Article 102, paragraph 4 of the Consolidated Law on Finance, the reopening of the terms from 30 June 2022. Such terms will expire on 8 July 2022.

* * * * *

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.

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.