Bper Banca — M&A Activity 2022

Jun 10, 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 Art. 102, para. 3, of Italian Legislative Decree 24 February 1998, No. 58, as subsequently amended and supplemented (the "Consolidated Law on Finance" or "TUF"), and Art. 37 of Consob Regulation approved with resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Issuers' Regulation").

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FILING OF THE OFFER DOCUMENT

Modena, 10 June 2022 – BPER Banca S.p.A. ("BPER" or the "Offeror") announces that on the date hereof it has filed with Consob - pursuant to and for the purposes of Article 102, paragraph 3, of the TUF, as well as Article. 37-ter of the Issuers' Regulations - the offer document (the "Offer Document") related to:

• (i) the mandatory tender offer (the "Mandatory Tender Offer"), pursuant to Articles 102 and 106, paragraph 1, of the TUF on all ordinary shares (the "Ordinary Shares") of Banca Carige S.p.A. ("Carige" or the "Issuer"), a company with shares listed on Euronext Milan, organised and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), other than the 604,154,459 ordinary shares representing 79.418% of Carige's share capital, and
• (ii) the voluntary tender offer (the "Voluntary Tender Offer" and, jointly with the Mandatory Tender Offer, the "Offers"), pursuant to Article 102 TUF, on the 20 savings shares (the "Saving Shares" and, jointly with the Ordinary Shares, the "Shares") of Carige.

The Offers are, therefore, tendered on 156,568,928 Ordinary Shares - including 219 treasury shares in addition to the 44 old ordinary shares with a par value of Lire 10,000 per share, equal to approximately 0.00003% of the Issuer's share capital - representing 20.582% of the Issuer's share capital, and the 20 Savings Shares, with no indication of par value, with regular dividend entitlement.

It should be noted that:

• for each Ordinary Share tendered to the Mandatory Tender Offer, the Offeror shall pay a consideration of Euro 0.80
• for each Savings Share tendered to the Voluntary Tender Offer, the Offeror shall pay a consideration of Euro 25,000.00;
• the Offeror shall pay the considerations of the Offers from its own funds.

• the promotion of the Offers is not subject to obtaining any authorisation;

• the Offers are not subject to any condition precedent, nor are they conditional on reaching a minimum subscription threshold.

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 Provision 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.

The Offer Document will be published upon conclusion of CONSOB's review carried out pursuant to Article 102, paragraph 4, of the TUF.

Pending publication of the Offer Document, unless otherwise specifically stated, please refer to the Offeror's notice, issued pursuant to Article 102, paragraph 1, of the TUF, and Article 37 of the Issuers' Regulation (the "Notice") and published on the Offeror's website at https://istituzionale.bper.it/, and on the website of the Global Information Agent, Morrow Sodali S.p.A. at www. morrowsodalitransactions.com, which indicates the legal basis, terms and key elements of the Offers.

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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 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 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/

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