Bper Banca — M&A Activity 2026

Feb 5, 2026

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Data/Ora Ricezione : 5 Febbraio 2026 17:51:39

Oggetto : Registration with the competent Companies'

Registers of the plan for the merger by

absorption of Banca Popolare di Sondrio into

BPER Banca

Testo del comunicato

Vedi allegato

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THIS DOCUMENT MAY NOT BE DISCLOSED, PUBLISHED, OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR IN ANY COUNTRY WHERE ITS DISCLOSURE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS OF SUCH JURISDICTION

PRESS RELEASE

REGISTRATION WITH THE COMPETENT COMPANIES' REGISTERS OF THE PLAN FOR THE MERGER BY ABSORPTION OF BANCA POPOLARE DI SONDRIO INTO BPER BANCA

Modena/Sondrio – 5 February 2026 – Notice is hereby given that, following the release by the competent Supervisory Authorities on 27 January 2026 of the authorizations for the merger by absorption (the "Merger") of Banca Popolare di Sondrio S.p.A. ("BP Sondrio") into BPER Banca S.p.A. ("BPER" and, jointly with BP Sondrio, the "Companies Participating in the Merger"), the related merger plan – approved by the respective Boards of Directors of the Companies Participating in the Merger on 5 November 2025 – has been registered on 4 February 2026 with the Companies' Registers of Modena and on 5 February 2026 with the Companies' Registers of Sondrio, pursuant to and for the purposes of Article 2501-ter of the Italian Civil Code.

The merger plan is available at the registered offices of the Companies Participating in the Merger, on the websites of the same Companies Participating in the Merger, in the section reserved to the Merger (for BPER: https://group.bper.it and for BP Sondrio: https://istituzionale.popso.it), as well as in the authorised "EmarketStorage" repository.

In this regard, it should be noted that the remaining documentation to be published ahead of the Shareholders' Meetings of BPER and BP Sondrio which will be called in extraordinary session to resolve upon the Merger will be made available to the public on the Companies Participating in the Merger's websites (for BPER: https://group.bper.it and for BP Sondrio: https://istituzionale.popso.it), as well as through the authorized storage mechanism, in accordance with the terms and conditions of the law and regulations.

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This document may not be disclosed, published, released or distributed, in whole or in part, directly or indirectly, in any jurisdiction where the distribution of such information would constitute a violation of applicable laws or regulations of such jurisdiction.

This document does not constitute and is not intended to constitute an offer, sale or solicitation to purchase or otherwise acquire any securities in the United States of America. The shares of BPER Banca S.p.A. referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. None of the parties involved in the Merger intend to register any portion of the securities referenced herein in the United States or conduct a public offering of the securities in the United States.

BPER Banca S.p.A. Banca Popolare di Sondrio S.p.A.

This press release is also available in the storage mechanism EmarketStorage.

Contact information:

Investor Relations	Corporate and Regulatory Affairs	Media Relations
investor.relations@bper.it	governance.marketabuse@bper.it	mediarelations@bper.it	www.bper.it- https://group.bper.it/

Investor Relations

Michele Minelli 0342-528.745 michele.minelli@popso.it

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