Bper Banca — M&A Activity 2023

Feb 6, 2023

PLAN FOR MERGER BY ABSORPTION OF "BPER CREDIT MANAGEMENT SCpA" INTO "BPER BANCA S.P.A."

The Boards of Directors of BPER Banca S.p.A. (hereinafter "BPER" or the "Acquirer") and BPER Credit Management - Società Consortile per Azioni (hereinafter "BCM" or the "Acquiree") have prepared and approved the following Merger Plan (the "Plan").

BPER is the Parent Company of the BPER Banca S.p.A. Banking Group (hereinafter the "BPER Group"), which BCM belongs to as an ancillary services undertaking that, on behalf of its fellow consortium member companies (all part of the BPER Group), carries out non-performing debt recovery and management activities and any other transaction aimed at facilitating asset disposal and/or recovery.

The Merger fits within the framework of the initiatives for the rationalisation and simplification of the BPER Group structure, including with a view to restructuring and improving non-performing loan management as part of an elaborate, broad project that also envisages the value enhancement and deconsolidation of the unlikely-to-pay ("UTP") and bad loan recovery platforms.

The merger will take place by the absorption of BCM, pursuant to articles 2501 et seq. of the Italian Civil Code. The merger should be considered as a hybrid transaction, as BCM is a joint stock consortium. The simplified procedure under art. 2505 of the Italian Civil Code is expected to be followed, given that BPER already holding a 70% equity investment in BCM- will acquire the remaining part of the share capital from the other companies of the Consortium, similarly controlled by BPER and will thus own 100% of BCM share capital.

The execution of the merger is therefore subject to the Acquirer's acquisition and retention of full control, as will be ascertained at the signing of the merger deed, and to the fulfilment of all the conditions set forth by law and regulations.

Therefore, the provisions of Article 2501-ter, paragraph 1, indents 3), 4) and 5) of the Italian Civil Code, as specified below, shall not apply, since no exchange ratio is determined but rather mere cancellation of the shares of the Acquiree, which will be wholly owned by the Acquirer.

Moreover, as part of the procedure, the requirements set forth in Article 2501 quinquies of the Italian Civil Code do not apply (Report of the Board of Directors) and 2501 sexies of the Italian Civil Code (the Experts Report).

Pursuant to article 2365, paragraph 2, of the Italian Civil Code, the Articles of Association of the companies involved in the merger (Article 15 for BCM and 27 for BPER) attribute any resolution concerning mergers in the cases specified in articles 2505 and 2505 bis of the Italian Civil Code to the competence of the Board of Directors.

This is without prejudice to the right of the Acquirer's shareholders, representing at least five per cent of the share capital, to request that the merger be approved by a shareholders' resolution pursuant to Article 2502 of the Italian Civil Code, as set out in Article 2505, paragraph 3 of the Italian Civil Code.

The balance sheets of the companies involved in the merger, referring to the date of 31 December 2021, will be filed with the registered office of the Acquirer and published in accordance with the terms of the law and regulations, together with the other documents required by Article 2501 septies of the Italian Civil Code.

It is noted that the merger transaction under this Plan qualifies as a 'exempt transaction' pursuant to Consob Regulation no. 17221/2010 on related-party transactions, the Supervisory Instructions for Banks on "Risk Activities and Conflicts of Interest with associated persons" as per Bank of Italy Circular no. 285 of 17 December 2013 and the "Group policy governing non-compliance risk in relation to conflicts of interest with related parties and risk activities involving related parties and associated persons", inasmuch as it is an intragroup transaction in which no significant interests of other related parties are involved. That being said, pursuant to paragraph 3.6.13.3 of the aforesaid Policy, the merger transaction was first submitted for disclosure to BPER Related Parties Committee (which, pursuant to the same Policy, also acts as the equivalent committee for BCM) at its meeting on 12 December 2022, inasmuch as it is a transaction of minor significance, which -given its intra-group nature- qualifies as exempt, with decision-making authority on this matter being deferred to the Board of Directors in accordance with the law or the Articles of Association.

In relation to the requirements of legal and regulatory disclosure to the holders of financial instruments of the companies participating in the Merger and to the public, the information necessary for the exercise of rights will be disclosed in accordance with the applicable provisions.

The merger is subject to obtaining the required authorisations pursuant to Articles 4 and 9 of Regulation (EU) No. 1024/2013 and Article 57 of Legislative Decree No. 385/93 (Consolidated Law on Banking "CLB") and the relevant implementing provisions, as the merger plan cannot be entered in the respective Companies' Registers without such authorisation.

The provisions of Article 2501 bis of the Italian Civil Code 'Leveraged buyout merger' do not apply, as the conditions are not met.

1. TYPE, NAME AND REGISTERED OFFICE OF THE COMPANIES PARTICIPATING IN THE MERGER

1.1 Acquirer

BPER Banca S.p.A., a company with ordinary shares listed on Euronext Milan, registered office in Modena, Via San Carlo, 8/20, fully paid-up share capital of Euro 2,104,315,691.40, divided into 1,415,850,518 ordinary shares, with no indication of par value, tax code and registration number in the Modena Companies' Register: 01153230360, belonging to the "BPER Banca S.p.A. VAT Group", VAT no. 03830780361, registered in the Register of Banks under no. 4932 and Parent Company of the BPER Banca S.p.A. Banking Group, registered in the Register of Banking Groups under no. 5387.6, member of the Interbank Deposit Protection Fund and the National Guarantee Fund.

1.2 Acquiree

"BPER Credit Management – Società Consortile per Azioni" with registered office at Via San Carlo 16, Modena, fully paid-up share capital of Euro 1,000,000, divided into 100.00 ordinary shares of nominal Euro 10 each, VAT, tax and Modena Companies Register number 03667810364, belonging to the "BPER Banca S.p.A. VAT Group", subject to the direction and coordination of BPER Banca S.p.A. and part of the Banking Group bearing the same name.

2. ARTICLES OF ASSOCIATION OF THE SURVIVING COMPANY AND AMENDMENTS (IF ANY) RESULTING FROM THE MERGER

The merger will not result in any amendments to the Acquirer's Articles of Association, whose text is attached to the Merger Plan, of which it forms an

integral and substantial part.

3. SHARE EXCHANGE RATIO AND CASH ADJUSTMENT (IF ANY)

4. PROCEDURES FOR THE ASSIGNMENT OF SHARES OF THE ACQUIRER 5. DATE FROM WHICH SHARES ASSIGNED IN EXCHANGE WILL PARTICIPATE IN THE PROFITS

As the merger involves a company which is to be wholly owned and hence to be understood as a mere internal reorganisation of the BPER Group, the provisions of Article 2501-ter, paragraph 1, indents 3), 4) and 5) of the Italian Civil Code shall not apply.

The merger will be carried out with no capital increase, by cancellation of the shareholding held by the Acquirer in the Acquiree; it will therefore not give rise to any exchange ratio or issue of new shares, on the assumption that BPER will acquire and hold the entire shareholding in BCM until the merger becomes effective.

6. LEGAL EFFECT OF THE MERGER AND DATE OF ACCOUNTING AND TAX EFFECT

The merger transaction shall take legal effect, pursuant to Article 2504-bis of the Italian Civil Code, from the date of the last filing of the merger deed in the Companies Register, or from any later date specified in the merger deed.

The transactions of the Acquiree will be recognised in the Acquirer's financial statements, including for tax purposes, as of 1 January 2023, if the merger becomes legally effective in the course of 2023.

7. TREATMENT, IF ANY, RESERVED FOR SPECIAL CATEGORIES OF SHAREHOLDERS AND HOLDERS OF SECURITIES OTHER THAN SHARES There are no categories of shares carrying different rights with respect to the ordinary shares.

With regard to holders of securities other than shares, BPER has an issuance of bonds convertible into shares in place, called "€150,000,000 Convertible Additional Tier 1 Capital Notes", issued by BPER on 25 July 2019 (ISINIT0005380263) (the "Convertible Bonds" or Prestito Obbligazionario Convertibile "POC"). The holders of the Convertible Bonds will have the right to exercise, pursuant to Article 2503-bis paragraph 2 of the Italian Civil Code, the right of early conversion within 30 (thirty) days from the date of publication of a notice in the Official Gazette of the Italian Republic (which will also be disseminated through the systems of Euronext Securities Milan - former Monte Titoli S.p.A.) in the forms and manners provided for by the POC Key Information Document, without prejudice to the conversion right already foreseen in the Key Information Document.

8. PROPOSED SPECIAL ADVANTAGES FOR DIRECTORS

No special advantages are planned for the directors of the companies participating in the merger."