teleborsa

Informazione Regolamentata n. 0043-46-2026	Data/Ora Inizio Diffusione 13 Aprile 2026 17:58:42	Euronext Milan

Societa': BPER BANCA

Utenza - referente: BPERN04 - Anselmi

Tipologia: REGEM

Data/Ora Ricezione: 13 Aprile 2026 17:58:42

Oggetto: Signing of the merger deed for the merger by absorption of Banca Popolare di Sondrio S.p.A. into BPER Banca S.p.A.

Testo del comunicato

Vedi allegato

emarket

BPER:

Banca Popolare di Sondrio

Gruppo BPER Banca

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

SIGNING OF THE MERGER DEED FOR THE MERGER BY ABSORPTION OF BANCA POPOLARE DI SONDRIO S.P.A. INTO BPER BANCA S.P.A.

THE MERGER WILL BE EFFECTIVE AS OF 20 APRIL 2026

Modena/Sondrio - 13 April 2026 - BPER Banca S.p.A. ("BPER" or the "Acquiring Company") and Banca Popolare di Sondrio S.p.A. ("BP Sondrio" or the "Merging Company" and, together with BPER, the "Companies Participating in the Merger") announce that, on the date hereof, the merger deed for the merger by absorption of BP Sondrio into BPER (the "Merger") has been signed, in implementation of the resolutions of the Extraordinary Shareholders' Meetings of BPER and BP Sondrio held on 12 March 2026.

The legal effects of the Merger will take effect from 20 April 2026 (the "Effective Date of the Merger"). For accounting purposes, the transactions carried out by BP Sondrio will be accounted in the financial statements of BPER starting from 1 January 2026. The fiscal effects will also take effect on the same date.

The Merger provides for the application of the following exchange ratio: 1.45 ordinary shares of BPER, with no nominal value, for each ordinary share BP Sondrio (the "Exchange Ratio"). The exchange of shares in the context of the Merger will be implemented by: (i) cancellation of the treasury shares held by BP Sondrio on the Effective Date of the Merger; (ii) cancellation of the shares of the Merging Company owned by the Acquiring Company on the Effective Date of the Merger; (iii) cancellation of the remaining ordinary shares of the Merging Company and assignment in exchange of ordinary shares of the Acquiring Company based on the Exchange Ratio.

BPER Banca S.p.A. with head office in Via San Carlo 8/20, Modena, Italy - Tax Code and Modena Companies Register no. 01153230360 - Company belonging to the BPER BANCA GROUP VAT no. 03830780361 - Share capital Euro 2,953,571,914.57 - ABI code 5387.6 - Register of Banks no. 4932 - Member of the Interbank Deposit Protection Fund and of the National Guarantee Fund - Parent Company of the BPER Banca S.p.A. Banking Group registered in the Register of Banking Group no. 5387.6 - PEC: [email protected] - bper.it - group.bper.it

CERTIFIED

BPER:

Banca Popolare di Sondrio

Gruppo BPER Banca

As a result of the foregoing, the Acquiring Company will issue 121,798,164 ordinary shares (the "New BPER Shares"), with no of nominal value, by a capital increase of Euro 183,130,800.73.

The New BPER Shares assigned in exchange will be listed on Euronext Milan, organized and managed by Borsa Italiana S.p.A., in the same way as the BPER outstanding ordinary shares, and will be subject to dematerialization and centralized management by Monte Titoli S.p.A., pursuant to Articles 83-bis and ff. of the Consolidated Law on Finance.

It should be noted that the admission to trading on Euronext Milan of the New BPER Shares will take place under an exemption from the obligation to publish a prospectus pursuant to Article 1, paragraph 5, letter a), of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as subsequently amended and supplemented, as such shares belong to the same class as the BPER shares already listed on Euronext Milan and represent, over a 12-month period, less than 30% of the number of BPER ordinary shares already admitted to trading on the same regulated market.

The New BPER Shares assigned in exchange will have regular entitlement and will grant their holders rights equivalent to those of the other holders of BPER shares outstanding at the Effective Date of the Merger.

As of the Effective Date of the Merger, the by-laws amendments related to the Merger will come into force and the share capital of BPER will amount to Euro 3,136,702,715.30 fully subscribed and paid-up, divided into No. 2,086,184,466 BPER shares, all with no nominal value.

The Merger will result in the extinction of BP Sondrio and, consequently, the BP Sondrio ordinary shares will be delisted from trading on Euronext Milan. As of the Effective Date of the Merger, BPER will succeed to all active and passive legal relationships, movable and immovable, tangible and intangible assets of the Merging Company, undertaking to fulfill all commitments and obligations at the agreed deadlines and conditions.

Holders of BP Sondrio ordinary shares who are located or resident in the United States or otherwise subject to U.S. securities laws are not eligible to receive the New BPER Shares except in accordance with the procedures described in the joint press release published by the Companies Participating in the Merger on 13 March 2026, and in paragraph 5.1 the explanatory reports of the Boards of Directors of these Companies pursuant to Article 2501-quinquies of the Italian Civil Code and Article 125-ter of the Consolidated Law on Finance, made available to the public on the websites of the Companies Participating in the Merger (for BPER: https://group.bper.it, and for BP Sondrio: https://istituzionale.popso.it), as well as through the authorized storage mechanism EmarketStorage (https:///it).

emarket

Banca Popolare di Sondrio

Gruppo BPER Banca

BPER:

The documentation relating to the Merger is available to the public on the website of BPER (https://group.bper.it) and of BP Sondrio (https://istituzionale.popso.it) as well as through the authorized storage mechanism EmarketStorage (https:///it).

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
[email protected]	[email protected]	[email protected]	www.bper.it - https://group.bper.it/

Investor Relations

Michele Minelli

0342-528.745

[email protected]

Fine Comunicato n.0043-46-2026	Numero di Pagine: 5

AI assistant

Bper Banca M&A Activity 2026

4395_rns_2026-04-13_96a61510-36b1-45ff-b1f0-32585d8642f7.pdf

PRESS RELEASE

BPER:

AI assistant

Bper Banca — M&A Activity 2026

4395_rns_2026-04-13_96a61510-36b1-45ff-b1f0-32585d8642f7.pdf

PRESS RELEASE

BPER:

More from Bper Banca

Bper Banca M&A Activity 2026