Bper Banca — Remuneration Information 2018

Mar 15, 2018

Ordinary Shareholders' Meeting of 14 April 2018

Report on point 7) of the agenda

Proposal of the remuneration plan pursuant to art. 114-bis of Legislative Decree 58 dated 24 February 1998, implementing the remuneration policies for 2018 of Gruppo BPER Banca S.p.A.

This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

BPER Banca S.p.A. con sede in Modena, via San Carlo, 8/20 - Codice Fiscale, Partita IVA e iscrizione nel Registro Imprese di Modena n. 01153230360 - Capitale sociale Euro 1.443.925.305 Codice ABI 5387.6 - Iscritta all'Albo delle Banche al n. 4932 - Aderente al Fondo Interbancario di Tutela dei Depositi e al Fondo Nazionale di Garanzia - Capogruppo del Gruppo bancario BPER Banca S.p.A. - iscritto all'Albo dei Gruppi Bancari al n. 5387.6 - Telefono 059.2021111 - Telefax 059.2022033 - e-mail: bpergroup@bper.it - PEC: bper@pec.gruppobper.it - www.bper.it – www.gruppobper.it

BPER Banca S.p.A.

Ordinary Shareholders' Meeting 14 April 2018

Report as per art. 125-ter CFA Point 7) of the agenda Proposal of the remuneration plan pursuant to art. 114-bis of Legislative Decree 58 dated 24 February 1998, implementing the remuneration policies for 2018 of Gruppo BPER Banca S.p.A.

Shareholders,

With reference to point 7) of the agenda for the Ordinary Shareholders' Meeting, the Bank's Board of Directors has called you to vote on the proposal of the remuneration plan pursuant to art. 114-bis of Legislative Decree 58 dated 24 February 1998, implementing the remuneration policies for 2018 of Gruppo BPER Banca S.p.A.

This proposal is explained in the document on the equity-based compensation plan attached to this document.

***

Resolution proposed to the Ordinary Shareholders' Meeting

Shareholders,

The Board of Directors invites you to adopt the following resolution:

"The Ordinary Shareholders' Meeting of BPER Banca S.p.A., having reviewed the explanatory report and the attached information document, in accepting the proposal of the Board of Directors

resolves

to approve the equity-based compensation plan pursuant to art. 114-bis of Legislative Decree 58 dated 24 February 1998, entitled "Phantom Stock Plan 2018" implementing the remuneration policies for 2018 of Gruppo BPER Banca S.p.A. and to grant a mandate to the Board of Directors, with powers of sub-delegation, for the implementation and management of the provisions of the Plan ".

Modena, 14 March 2018

BPER Banca S.p.A. The Chairman Luigi Odorici

PROSPECTUS FOR PHANTOM STOCK COMPENSATION PLAN

2018 PHANTOM STOCK

(prepared pursuant to art. 114 bis of Legislative Decree 58 dated 24 February 1998 and art. 84 bis of the Consob Issuers' Regulation approved by Decision no. 11971 dated 14 May 1999 and subsequent amendments and additions)

This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

Definitions

For the purposes of this document, the terms indicated below have the following meanings:

BPER or ISSUER	BPER Banca Spa (hereinafter also just the "Bank", "BPER" or the "Parent Company"), with head office at Via San Carlo 8/20, Modena, Modena Companies Register and VAT no. 01153230360.
MEETING	Ordinary Meeting of the Bank's shareholders.
SHARES	The ordinary shares of BPER listed on the Italian stock exchange managed by Borsa Italiana.
BONUS	Variable part of the remuneration of key personnel, as defined in the 2018 Remuneration Policies of the BPER Group.
REMUNERATION COMMITTEE	Remuneration committee of BPER.
BOARD OF DIRECTORS	The Board of Directors of the Bank.
COMMON EQUITY TIER 1 RATIO	The Common Equity Tier 1 Ratio reflects the entity's total risk exposure expressed as an percentage.
LCR	Liquidity Coverage Ratio: the relationship between the stock of high quality liquid assets and net outflows in the 30 days after the reporting date.
RORWA (return on risk-weighted assets)	This is the ratio between the net result for the period, including the minority interests, and Pillar 1 RWA.
RISK APPETITE FRAMEWORK	Guidance document for the Group's internal control system to steer the synergistic governance of planning, control and risk management. It constitutes "the frame of reference that in line with the maximum assumable risk, defines the business model and strategic plan, risk appetite, tolerance thresholds, risk limits, risk management policies and the key processes needed to define and implement them"
ASSIGNMENT DATE	Date on which the Board of Directors of the Bank, following approval of the Plan at the Meeting, assigns the Phantom Stock to the Beneficiaries.
RECIPIENTS or BENEFICIARIES	The persons to whom the Phantom Stock will be assigned.
EXECUTIVES WITH STRATEGIC RESPONSIBILITIES	Directors, Statutory Auditors, members of General Management (General Manager and Deputy General Managers), "C level" persons who make up the General Management Internal Committee, members of General Management at Group banks and companies, and "Managers responsible for preparing the company's financial reports".

BPER BANCA GROUP	BPER and its direct and indirect subsidiaries, as defined by current legislation.
HEDGING	Specifically, this relates to hedging or insurance strategies that protect the actual remuneration amount against adverse changes in the market price of the shares concerned.
ENTRY GATES	Minimum parameters (equity, profitability and liquidity) beyond which personnel are assessed for possible assignment of bonuses1
KEY PERSONNEL	Group personnel whose professional activities have or may have a significant impact on the risk profile of the Bank, as defined in the Compensation Policies of the BPER Group.
PHANTOM STOCK	These are "virtual" financial instruments (free, personal and not transferable inter vivos) that entitle each recipient to be paid at a future date an amount of money corresponding to the value of BPER's stock, calculated as per para. 3.8 at the payment date.
PHANTOM STOCK PLAN or just PLAN	The stock-based plan for compensating key personnel adopted by the BPER Group.
ISSUERS' REGULATION	Consob Regulation no. 11971/99 and subsequent amendments and additions.
TUF	Legislative Decree no. 58 dated 24 February 1998 (Consolidated Finance Law).
VESTING PERIOD	Period between assignment of the right to participate in the Plan and the moment in which that right matures.
RETENTION PERIOD	Period between the moment in which the right to participate in the Plan matures and that in which part or all of the bonus is paid out.

¹ Further details about how the entry gates operate are provided in the 2018 Remuneration Report.

Introduction

This Prospectus has been prepared by BPER in order to inform shareholders and the market about the proposed adoption of a Phantom Stock Plan, presented for approval at the Ordinary Meeting of the Bank's shareholders on 14 April 2018, pursuant to art. 114 bis of the TUF.

In particular, the Prospectus has been prepared pursuant to art. 84 bis of the Issuers' Regulation and consistent with the requirements contained in Format 7 of Attachment 3A to the Issuers' Regulation.

The Plan provides for a cash bonus that is determined on the basis of the quoted market price of BPER's shares, and is defined as a Phantom Stock Plan, as it is not based on physical delivery of the underlying securities, but on the payment in cash of sums of money corresponding to the value of the underlying shares on specified dates that are decided ex-ante.

The Plan is considered of "particular significance" pursuant to art. 114 bis, para. 3, of the TUF and art. 84 bis, para. 2, of the Issuers' Regulation, as it relates to the personnel of BPER and the other companies in the BPER Group identified in art. 114 bis of the TUF.

The Prospectus is available to the public at the head office, from Borsa Italiana S.p.A. and on the Bank's website – www.bper.it – English version - Governance and Documents – (or www.gruppobper.it).

1. Recipients

1.1. Names of the recipients who are members of the Board of Directors of the Issuer, its parent companies or direct or indirect subsidiaries

The names of the recipients of the Phantom Stock Plan included in the categories indicated in para. 1.1 of Attachment 3A to Format 7 of Consob's Issuers' Regulation are provided below. Should there be any changes in the positions of the persons indicated below during 2018, the person(s) appointed to take over the position(s) would be included among the recipients of the Plan to the extent of their scope of competence.

• Alessandro Vandelli, Chief Executive Officer of BPER Banca
• Paolo Licciardello, Chief Executive Officer of Emilia Romagna Factor
• Stefano Esposito, Chief Executive Officer of Sardaleasing.

1.2. Categories of potential employees or collaborators of the Issuer, its parent companies and its subsidiaries

The Plan also covers those employees of the BPER Group identified as "key personnel" as defined in the Commission Delegated Regulation (EU) no. 604 of 4 March 2014, being those categories of personnel that can have a significant impact on the risk profile of the Bank. All persons identified as key personnel are included,² given that the decision-making bodies have the right to award individual target bonuses for specific situations (particularly challenging objectives, retention, etc.).

1.3. Names of other Beneficiaries of the Plan,

The names of other beneficiaries of the Phantom Stock Plan included in the categories indicated in para. 1.3 of Attachment 3A to Schedule 7 of Consob's Issuers' Regulation are provided below. These persons will benefit from the Plan solely if the variable element assigned to them exceeds a specific amount established by the Board of Directors. Should there be any changes in the positions of the persons indicated below during 2018, the person(s) appointed to take over the position(s) would be included among the recipients of the Plan to the extent of their scope of competence. The categories in question are the following:

• a) General Managers of the Issuer, its parent companies and its direct or indirect subsidiaries:
• o Fabrizio Togni, General Manager of BPER Banca;
• o Giuseppe Cuccurese, General Manager of Banco di Sardegna;
• o Giorgio Lippi, General Manager of Banca di Sassari;

² With the exception of those belonging to foreign companies and those for whom, given their current salary level, application of the maximum bonus percentage provided by the remuneration policies would not entail exceeding the 30,000 euro threshold, beyond which payment would be in the form of phantom stock.

• o Paolo Cerruti, General Manager of Cassa di Risparmio di Bra;
• o Giorgio Barbolini, General Manager of Cassa di Risparmio di Saluzzo
• o Giulio Castagnoli, General Manager of BPER Services;
• o Giuseppe Sibilla, General Manager of Bper Credit Management
• o Cesare Richeldi, General Manager of I.V.I.
• b) other executives with strategic responsibilities, as defined by the Issuer, if during the year their total compensation exceeds the highest total compensation recognised to members of the Board of Directors, or the Management Committee, or to the General Managers of the Issuer;

The Plan recipients do not include persons in this category.

c) natural persons who control the Issuer, who are either employees or who collaborate with the Issuer.

The Plan recipients do not include persons in this category.

1.4. Description and number of other beneficiaries

The description and number of potential recipients of the Phantom Stock Plan included in the following categories are indicated below:

a) managers with strategic responsibilities, as defined by the Issuer, other than those indicated in letter b) of para. 1.3.

This category includes six (6) persons at the Parent Company, one (1) person at Banco di Sardegna

b) any other categories of employees or collaborators for which different Plan characteristics are envisaged (e.g. senior managers, middle managers, clerical staff, etc.).

This category includes thirty-one (31) persons that work for the parent company, nine (9) for Banco di Sardegna and one (1) for Cassa di Risparmio di Bra.

Also with regard to the above categories, the persons will only benefit from the Plan if the variable element assigned to them exceeds a specific amount set by the Board of Directors. In addition, should there be any changes in the positions of the persons indicated as key personnel during 2018, the person(s) appointed to take over the position(s) would be included among the recipients of the Plan to the extent of their sphere of competence.

2. Reasons for adopting the Plan

2.1. Objectives intended to be reached via the Plan

By adopting the Plan, the BPER Group seeks to align the method used for paying 2018 bonuses (to the employees and collaborators classified as "key personnel") with the instructions from the Bank of Italy 3 on the remuneration policies of banks.

The BPER Group primarily seeks to align the interests of Plan recipients with those of the shareholders; in particular, the Plan envisages a direct correlation between the remuneration of management and the growth in value of the Group.

In addition, the objectives of the Plan are to:

• guide behaviour towards the priorities of the Bank and the Group, thus supporting the creation of value over the long term;
• attract and retain highly qualified personnel and keep them motivated by recognising merit and promoting their professional development;
• support the healthy and prudent management of risk;
• ensure the fairness of internal and external remuneration, taking account where possible of specific territorial characteristics;
• encourage behaviour consistent with the code of ethics, the regulations and current legislation.

2.1.1 Additional information about "significant" Plans

The total remuneration of employees is determined in a manner consistent with the criteria and regulations issued by the Bank of Italy, which envisage payment of part of the variable component of the remuneration of "key personnel" in the form of stock or related instruments.

The time horizon of the Plan extends over several years: this period is considered most suitable for pursuit of the established objectives and, in particular, for focusing the attention of Beneficiaries on the Group's medium/long-term strategic success factors.

A time horizon of between 4 and 6 years⁴ has been determined, since the BPER Group considers this interval necessary in order to (i) facilitate the sustainability of performance; (ii) give management incentives and enhance their loyalty.

Consistent with the regulations issued by the Bank of Italy, phantom stock plans may be associated with any agreed compensation with a view to or on the occasion of early termination of employment or any leaving incentives recognised to the recipients of the Plan, in addition to their variable remuneration paid in the form of bonuses⁵ .

³Circular 285, 7th amendment dated 18 November 2014

⁴ The time period varies according to the amount of the bonus awarded.

⁵ Albeit as a remote hypothesis, it is possible that any resource who would fall within the scope of key personnel on termination could be a recipient of the Phantom Stock Plan. At the time of drawing up this plan, 13 MRTs belonging to the control functions are added.

2.2. Key variables, in the form of performance indicators or otherwise, considered when making Plan assignments

The Plan of the BPER Group envisages "access" mechanisms or entry gates linked to capital, risk-adjusted return and liquidity ratios in line with the Risk Appetite Framework (CET 1, RORWA and LCR). If entry gates are exceeded, gross profit acts as an indicator to which the overall amount of the bonus is linked:

• only the consolidated gross profit parameter applies to personnel of the Parent Company with Group⁶ functions
• for the others, the parameter of consolidated and separate gross profit applies.

Once the specific entry gates are exceeded, the amount of the bonus payable is linked to the individual performance of each recipient of the Plan. This is assessed individually on the basis of various qualitative and/or economic-financial parameters defined as part of the Group's current remuneration policies.

The parameters for each person belonging to the category of "key personnel" differ, depending on their specific duties, the responsibilities assigned to them and the operational levers managed.

2.2.1 Additional detail

The Plan envisages different methods for the payment and deferral of bonuses, depending on the type of recipient involved (e.g. for the Chief Executive Officer)⁷ .

Further differences exist in the amount of the bonus payable (including the cash component), which may represent up to 60% of fixed remuneration except for control functions, for whom the limit is 20%.

2.3. Elements considered when determining the amount of stock-based compensation i.e. the criteria used

The amount of phantom stock assigned to each recipient of the Plan, after exceeding the entry gate thresholds (minimum condition for activation of the bonus), will be determined after identifying the results achieved by each recipient of the Plan, based on individual assessments made with reference to the level of the qualitative and/or economic-financial parameters considered.

In the case of the Parent Company's Chief Executive Officer, assignment of 50% of the bonus takes place in the form of phantom stock; of the portion represented by phantom stock, 40% is allocated at the time the bonus is assigned (up-front subject to a 2-year retention period), whereas the other 60% is allocated in equal portions over the next three, four or five⁸ years, providing adequate earnings and capital standards are maintained (subject to a 1 year retention period from the vesting date of each deferred portion);

In the case of the other recipients:

⁶ In light of the specific nature of the business carried on by the consortium companies, similar rules also apply to these companies' top managers. 7 See para. 2.3.

⁸ The time period varies according to the amount of the bonus awarded.

• o in case of bonuses exceeding Euro 100 thousand, assignment of 50% of the bonus takes place in the form of phantom stock; of the portion represented by phantom stock, 60% is allocated at the time the bonus is assigned (up-front subject to a 2-year retention period), whereas the other 40% is allocated in equal portions over the next three years, providing adequate earnings and capital standards are maintained (subject to a 1 year retention period from the vesting date of each deferred portion). The deferral period is increased to four years for bonuses of between Euro 120 and 150 thousand, and to five years for bonuses in excess of Euro 150 thousand.
• o in the case of bonuses of between Euro 60 and 100 thousand, allocation of 50% of the bonus takes place in the form of phantom stock, entirely attributed in equal instalments over the three years after the grant, providing adequate earnings and capital standards are maintained (subject to a one year retention period from the vesting date of each deferred portion).
• o in the case of bonuses of between Euro 30⁹ and 60 thousand, allocation of the part of the bonus in excess of Euro¹⁰ 30 thousand takes place in the form of phantom stock, entirely attributed in equal instalments over the three years after the grant, providing adequate earnings and capital standards are maintained (subject to a one year retention period from the vesting date of each deferred portion).

The amount of remuneration based on financial instruments, calculated as described above, might not be assigned entirely in the form of phantom stock if the Bank decides to pay a portion by means of other kinds of instrument (such as bonds).

2.3.1 Additional detail

The amount of the compensation envisaged under the Plan has been established with regard for (i) current regulations; (ii) the overall remuneration policies adopted by the BPER Group; (iii) the position held by each Plan recipient (iv) the ability of each recipient to influence the strategic decisions of the Bank.

This Plan is essentially the same as that adopted by the BPER Group for 2017

2.4. Reasons for any decision to adopt compensation plans based on financial instruments not issued by the Issuer, such as those issued by subsidiaries, parent companies or non-group companies; if these instruments are not traded in regulated markets, provide information about the criteria used to determine the value attributable to them;

Not applicable.

2.5. Assessment of significant tax and accounting implications that influenced definition of the Plan

The structure of the Plan is not influenced by any applicable tax regulations or accounting implications.

⁹ Or at 30% of the fixed remuneration, if lower.

¹⁰ Or 30% of the fixed remuneration, if lower. In exceptional and unlikely circumstances where the bonus is more than 60% of the fixed remuneration, but less than 60 thousand euro, 50% of the bonus is paid in cash upfront and 50% in phantom stock deferred over three years.

2.6. Support, if any, for the Plan by the Special fund for encouraging worker participation in companies pursuant to art. 4, para. 112, of Law 350 dated 24 December 2003.

Not applicable.

3. Approval process and timing for the assignment of instruments

3.1. Extent of powers and functions delegated by the Meeting to the Board of Directors in order to implement the Plan

On 8 March 2018, the Board of Directors resolved to present the 2018 Remuneration Policies for approval at the Shareholders' Meeting. This document contain information about the use of a stock-based compensation plan.

This Plan, determined in the context of the above Remuneration Policies, will be presented for approval at the Shareholders' Meeting due to be held on 14 April 2018.

That Meeting is called upon to grant a mandate to the Board of Directors for the implementation and management of the provisions of the Plan.

3.2. Persons appointed to administer the Plan and their functions and duties

The Board of Directors is responsible for administering the Plan and may delegate certain activities to the Group Human Resources Department, which operates after hearing the opinion of the Remuneration Committee.

3.3. Procedures for amendment of the Plan should the underlying objectives change

The Plan may be amended and extended in the event of capital increases by the Bank or other Group companies, whether for cash or due to bonus allotments, or the declaration of special dividends or other events that, potentially or otherwise, might affect the value of BPER shares and, more generally, the economic content of the Plan.

Amendments to the Plan are determined by BPER's Remuneration Committee and presented to the Meeting for approval, following agreement from the Board of Directors of the Parent Company.

3.4. Description of the procedure for determining the availability and assignment of the financial instruments underlying the Plan

Subsequent to approval at the Shareholders' Meeting of the Parent Company of the Policies containing indications for the adoption of a stock-based compensation plan, the Board of Directors of the Bank works to implement the Plan by assessing the performance of the recipients and proposing the assignment of bonuses to be paid in part in the form of financial instruments.

The methods of payment are described in para. 2.3.

3.5. Role played by each Director in determining the characteristics of the Plan, and any conflicts of interest involving the Directors concerned

In order to determine the proposal to be presented to the Shareholders' Meeting, the Board of Directors obtained the opinion of the Remuneration Committee of BPER - comprising solely non-executive directors, the majority of whom are independent - and identified the key elements of the remuneration policies as well as the criteria for determining the instruments to be assigned to the employees of the Group. Since the beneficiaries of the Plan include the Chief Executive Officer, he abstained from the Board decision on the proposal concerned.

3.6. Date of the decision taken by the Board of Directors to propose approval of the Plan to the Meeting and, if applicable, date of the proposal made by the Remuneration Committee

BPER's Remuneration Committee met on 7 March 2018 to examine the Phantom Stock Plan proposed by the specialist business functions and decided to submit the proposal to the Board of Directors which on 8 March 2018 decided to submit the Plan for the approval of the Shareholders' Meeting of 14 April 2018.

3.7. Date of the decision made by the Board of Directors regarding the assignment of instruments and, if applicable, date of the proposal made to the Board by the Remuneration Committee

The Bank identifies as beneficiaries of the 2018 Plan only those persons who, based on an ex-post assessment of performance, have been assigned a bonus that exceeds Euro 30 thousand or 30% of fixed remuneration. Since the total number of phantom stock depends on the amount of the bonus assigned and the average share price established in the period preceding the date of the Board of Directors approving the Group's consolidated results, it is not possible to determine ex-ante the total amount of phantom stock that will be assigned or its value.

3.8. Market price on the above dates of the financial instruments underlying the Plan

The amounts adopted as a reference for calculating the total Phantom Stock due to each recipient are determined as follows:

• the initial amount is determined as the simple average of the official prices for BPER shares posted during the 30 days prior to the date of the meeting of BPER's Board of Directors to approve the consolidated results of the Group.
• the final amount is determined as the simple average of the official prices for BPER shares posted during the 30 days prior to the date of the meeting of the Board of Directors held to approve the consolidated results of the Group in the year when the bonus is actually paid (i.e. the date on which the bonus is actually paid to the recipient, once the vesting period and retention period have passed).

On 8 February 2018 (the date of the Board resolution that approved the Group's preliminary results), the stock market value of BPER's shares, calculated using the methodology explained above was Euro 4.59 per share, whereas according to the methodology indicated in the "Prospectus for phantom stock compensation plan" for the years 2013, 2014 and 2015 it was Euro 4.71 per share.

3.9. Deadlines and procedures considered by the Bank, when establishing the timing of stock assignments under the Plan, for dealing with possible coincidences between:

i. such assignments or related decisions taken by the Remuneration Committee, and

ii. the communication of significant information pursuant to art. 114, para. 1, for example, if such information is:

a. not already public and might positively influence market prices, or

b. has already been published and might adversely influence market prices.

Pursuant and consequent to current regulations and laws, a notice was issued to the Market at the time of the resolution regarding the Plan adopted by the Board of Directors on 8 March 2018.

On implementation of the Plan, the Market will be informed to the extent required by the current regulations and laws in force.

4. Characteristics of the instruments assigned

4.1. Description of the ways in which the Plan is structured

Subject to the conditions of activation, the Plan envisages the allocation without charge on a personal basis of a given amount of "Phantom Stock", granting each recipient the right to receive at the end of any vesting and/or retention periods a cash bonus corresponding to value of the shares, calculated in the manner described in para. 3.8 above of this Prospectus.

4.2. Indication of the period of actual implementation of the Plan

The period of implementation of the Plan is between 2019 (when the results for 2018 will be determined) and 2025 (period of final payment of the final cash bonus).

4.3. Termination of the Plan

This Plan will terminate in 2025.

4.4. Maximum number of financial instruments assigned in each tax year to the persons identified by name

There is no maximum amount of "Phantom Stock" to assign, since this depends on the reference price of the BPER shares (calculated on the basis described earlier) and is determined using the following formula:

n° di Phantom stock =

BONUS

Prezzo di riferimento delle Azioni di BPER

The numerator solely relates to that part of the bonus to be paid in the form of financial instruments, in accordance with the criteria established in para. 3.4.

4.5. Methods and clauses for implementation of the Plan, specifying if the actual assignment of instruments depends on the fulfilment of certain conditions or the achievement of certain results or levels of performance; description of these conditions and results

Assignment of the bonus depends on achievement by the BPER Group of economic-financial objectives established ex-ante (entry gates) and linked to the following parameters, designed to ensure the maintenance of adequate standards of profitability and capitalisation:

• Consolidated Common Equity Tier 1 ratio (Cet 1).
• Consolidated Return On Risk-Weighted Assets (RORWA)
• Consolidated Liquidity Coverage Ratio (LCR)

Once entry gates are exceeded, gross profit acts as an indicator to which the bonus is linked. The amount of the bonus payable is linked to the individual performance of each eligible person, assessed individually on the basis of a series of qualitative and financial indicators as defined by Group remuneration policies.

If the bonus exceeds Euro 30 thousand or 30% of fixed remuneration, the Plan envisages assignment (possibly with deferred vesting) of part of the total bonus in the form of phantom stock.

With regard to the bonus component assigned in the form of "Phantom Stock" and deferred, the Plan envisages its allocation in equal portions to the years subsequent to that of the bonus assignment (subject to a retention period of 1 year starting from the maturity date of each deferred portion), after having exceeded the entry gates set for the previous year.

4.6. Restrictions on the availability of the instruments assigned or on the instruments deriving from the exercise of options, with particular reference to the deadlines by which their transfer to the company or to third parties is allowed or forbidden

The Plan envisages a retention period for the phantom stock of two years for the bonus assigned immediately and of one year for the deferred portions.

4.7. Description of any conditions giving rise to termination of the Plan if the recipients arrange hedges that neutralise restrictions on the sale of the financial instruments assigned, including in the form of options, or of the financial instruments deriving from the exercise of these options

Consistent with the 2018 Remuneration Policies, the BPER Group has forbidden its employees to arrange personal hedging strategies or insurance in relation to their remuneration, or certain aspects of it, that might alter or compromise the effects of the risk alignment inherent in the remuneration mechanisms.

Involvement in any form of personal hedging will be deemed to be a violation of Group policies and, consequently, the right to receive the Phantom Stock will lapse automatically.

4.8. Description of the effects caused by termination of the employment relationship

Once the right to receive the envisaged bonus has been earned, the Board of Directors is authorised, having heard the opinion of the Remuneration Committee, to determine exactly how to proceed on resignation or dismissal for just cause and/or termination of the directorship during the vesting or retention period.

4.9. Indication of any other reasons for the cancellation of the Plan

No reasons for the cancellation of the Plan are envisaged.

4.10. Reasons for any "redemption" by the company of the financial instruments covered by the plan, pursuant to arts. 2357 et seq of the Italian Civil Code; the beneficiaries of the redemption, if this only applies to specific categories of employee, and the effects of termination of the working relationship on the redemption

Not applicable.

4.11. Any loans or other assistance provided for the purchase of shares pursuant to art. 2358 of the Italian Civil Code.

Not applicable.

4.12. Assessment of the charge expected by BPER on the assignment date, determined with reference to the terms and conditions already established, both in total and for each Plan instrument.

As stated in para. 3.7 above, it is not possible to determine the total cost of the Plan.

4.13. Indication of any capital dilution due to the Plan

Not applicable.

4.14. Any limits on the exercise of voting rights and the allocation of enjoyment rights

Not applicable.

4.15. If the shares are not traded in regulated markets, provide all useful information for a proper assessment of the value attributable to them

Not applicable.

4.16. Number of financial instruments underlying each option

Not applicable.

4.17. Maturity of the options

Not applicable.

4.18. Method (American/European), timing and exercise clauses

Not applicable.

4.19. Exercise price of options or method and criteria for determining it, with particular reference to:

a. the formula for calculating the exercise price in relation to a given market price;

b. the method for determining the market price referred to when determining the exercise price.

Not applicable.

4.20. If the exercise price is not equal to the market price determined as indicated in point 4.19.b, explain the reason for the difference

Not applicable.

4.21. Criteria based on which different exercise prices are envisaged for different recipients or categories of recipient

Not applicable.

4.22. If the financial instruments underlying the options are not traded in regulated markets, indicate the value attributable to the underlying instruments or the criteria for determining that value

Not applicable.

4.23. Criteria for the adjustments made necessary as a result of special capital transactions and other operations that change the number of underlying instruments

Not applicable.

Any significant information, additional to that provided in this Prospectus and not available at the time it was approved, will be provided on the basis and with the timing envisaged in current regulations.

The table referred to in Schedule 7 of Attachment 3A to the Issuers' Regulation is attached below.

* * *

Modena, 8 March 2018

The Board of Directors

STOCK-BASED COMPENSATION PLANS

Table 1 of Schedule 7 of Attachment 3A to Consob's Issuers' Regulation

Date 8 March 2018

		P A R T 1
		F ina ia l ins he ha k o ion tru ts t t to t nc me n o r n s c p s
		Se ion t 1 c
Na d s me an ur na me teg or ca or y	O f f ice ( in d ica le ly fo te so r	Ins la ing P lan d o he ba is f e l ier lu ion f he ha ho l de tru ts t to t t t t me n re cu rre n s, ap p ro ve n s o ar re so s o s re rs
	d p ) na me er so ns	Da f he te t o la d Me ing te t re e lu ion t res o	Ty f p e o f ina ia l nc ins tru t me n s	Nu be f m r o f ina ia l nc ins tru t me n ig d s a ss ne	Da f te o ig t as s nm en	Pu ha rc se ice f p r o ins tru ts me n	Ma ke ice t p t r r a ig t as s nm en da te	Ve ing io d t s p er
A les dro Va de l l i sa n n	C h ie f Ex ive O f f ice t ec r u f B P E R Ba o nc a	1 2 Ap i l 2 0 1 4 r	P ha tom n k toc s	6 3 1	3 Ma h 2 0 1 5 rc	0 €	6. 1 9 €	) 1
		Ap i l 1 8 2 0 1 5 r	P ha tom n toc k s	1 0, 1 8 6	Ma h 1 2 0 1 6 rc	€ 0	€ 5. 2 2	2 )
		8 Ap i l 2 0 1 7 r	P ha tom n k toc s	1 3, 9 5 4	8 Ma h 2 0 1 8 rc	0 €	4. 5 9 €	3 )
No tes :
Fa br iz io To i g n	Ge f l Ma ne ra na g er o B P E R Ba k n	1 8 Ap i l 2 0 1 5 r	P ha tom n k toc s	9, 1 1 4	1 Ma h 2 0 1 6 rc	0 €	5. 2 2 €	) 4
		8 Ap i l 2 0 1 7 r	P ha tom n k toc s	8, 2 0 8	8 Ma h 2 0 1 8 rc	0 €	4. 5 9 €	) 5
No tes :

					P A R T 1
				F ina ia l nc	ins he tru ts t me n o	ha k o t to r n s c p	ion t s
		Se ion 1 t c
Na d s me an ur na me teg or ca or	O f f ice ( in d ica le ly fo te so r	ing is f e ier ion f Ins tru ts la t to t P lan d o t he ba l lu t t he ha ho l de me n re cu rre n s, ap p ro ve n s o ar re so s o s re rs
y	d p ) na me er so ns	f Da te t he o la d Me ing te t re e lu ion t res o	f Ty p e o f ina ia l nc ins tru t me n s	f Nu be m r o f ina ia l nc ins tru t me n ig d s a ss ne	f Da te o ig t as s nm en	Pu ha rc se ice f p r o ins tru ts me n	ice Ma ke t p t r r a ig t as s nm en da te	ing io Ve t d s p er
G ius Cu ep p e cc ure se	Ge l Ma f ne ra na g er o Ba d i Sa de nc o r g na	1 1 Ap i l 2 0 1 4 r	P ha tom n k toc s	6 4 1	2 Ma h 2 0 1 5 rc	0 €	6. 1 9 €	6 )
		Ap i l 1 6 2 0 1 5 r	P ha tom n k toc s	7, 3 9 5	Ma h 1 0 2 0 1 6 rc	€ 0	€ 5. 2 2	) 7
		7 Ap i l 2 0 1 7 r	P ha tom n k toc s	3, 7 1 5	8 Ma h 2 0 1 8 rc	0 €	4. 5 9 €	) 5
No tes
Pa lo L icc iar de l lo o	C h ie f Ex ive O f f ice t ec u r f Em i l. Ro o	1 9 Ju 2 0 1 4 ne	P ha tom n k toc s	5	2 6 Fe bru ary 2 0 1 5	0 €	6. 1 9 €	) 6
		Ju ly 2 3 2 0 1 5	P ha tom n k toc s	4, 9 5 5	Ma h 1 0 2 0 1 6 rc	€ 0	€ 5. 2 2	) 7
No tes
G iu l io Ca l i tag s no	Ge l Ma f ne ra na g er o Bp Se ice er rv s	Ju ly 8 2 0 1 5	P ha tom n k toc s	1, 4 1 5	Ju ly 6 2 0 1 6	€ 0	€ 5. 2 2	) 7
No tes
S fan Es i te to o p os	C h ie f Ex ive O f f ice t ec u r Sa f da lea ing o r s	Ju ly 2 3 2 0 1 5	P ha tom n k toc s	8 2 7	Ma h 2 4 2 0 1 6 rc	€ 0	€ 5. 2 2	) 7
No tes

					P A R T 1
		F ina ia l ins he ha k o ion tru ts t t to t nc me n o r n s c p s
		Se ion 1 t c
Na d s me an ur na me teg or ca or	O f f ice ( in d ica le ly fo te so r	ing is f e ier ion f Ins tru ts la t to t P lan d o t he ba l lu t t he ha ho l de me n re cu rre n s, ap p ro ve n s o ar re so s o s re rs
y	d p ) na me er so ns	Da f he te t o la d Me ing te t re e lu ion t res o	Ty f p e o f ina ia l nc ins tru t me n s	Nu be f m r o f ina ia l nc ins tru t me n ig d s a ss ne	Da f te o ig t as s nm en	Pu ha rc se ice f p r o ins tru ts me n	Ma ke ice t p t r r a ig t as s nm en da te	Ve ing io d t s p er
G S ius i b i l la ep p e	Ge f l Ma ne ra na g er o Cr Bp d i t er e Ma t na g em en	1 6 Ap i l 2 0 1 5 r	P ha tom n k toc s	4, 8 0 6	1 0 Ma h 2 0 1 6 rc	0 €	5. 2 2 €	) 7
No P ha k r tes tom toc n s e :	la ing he i ion he l d t to t t p os	in bs i d iar ba k a s n u y	in 2 0 1 5
G ior io Ba bo l in i g r	Ge C l Ma R ne ra na g er Sa luz zo	1 8 Ap i l 2 0 1 5 r	P ha tom n k toc s	1, 6 8 3	1 Ma h 2 0 1 6 rc	0 €	5. 2 2 €	) 7
		6 Ap i l 2 0 1 7 r	P ha tom n k toc s	4 7 4	8 Ma h 2 0 1 8 rc	0 €	4. 5 9 €	) 5
No P ha k r tes tom toc : n s e	la ing he i ion he l d t to t t p os	in he t t c p are n om p an	in 2 0 1 5 y
6 Ma i h t na g ers w S ic tra teg Re i b i l i ies f t sp on s o B P E R Ba nc a		1 8 Ap i l 2 0 1 5 r	P ha tom n k toc s	2 3, 1 3 6	1 Ma h 2 0 1 6 rc	0 €	5. 2 2 €	) 7
		Ap i l 8 2 0 1 7 r	P ha tom n k toc s	1 0, 2 1 2	Ma h 8 2 0 1 8 rc	€ 0	€ 4. 5 9	) 5
No tes
2 o he loy t r e mp ee s o r l la bo f B P E R tor co ra s o Ba for ho he t nc a m w

Na d s me an ur na me teg or ca or y		P A R T 1 F ina ia l ins he ha k o ion tru ts t t to t nc me n o r n s c p s
	O f f ice ( in d ica le ly fo te so r d p ) na me er so ns	Se ion t 1 c Ins la ing P lan d o he ba is f e l ier lu ion f he ha ho l de tru ts t to t t t t me n re cu rre n s, ap p ro ve n s o ar re so s o s re rs
		Da te f t he o la d Me ing te t re e lu ion t res o	Ty f p e o f ina ia l nc ins tru t me n s	Nu be f m r o f ina ia l nc ins tru t me n ig d s a ss ne	Da te f o ig t as s nm en	Pu ha rc se ice f p r o ins tru ts me n	Ma ke t p ice t r r a ig t as s nm en da te	Ve t ing io d s p er
P lan ha d i f fer t s en ha is ics ter t c rac		1 8 Ap i l 2 0 1 5 r	P ha tom n k toc s	2, 1 6 1	1 Ma h 2 0 1 6 rc	0 €	2 2 € 5.	) 7
No tes
On he loy t e o r e mp ee or l la bo f Ba tor co ra o nc o d i Sa de for ho r g na w m he P lan ha d i f fer t t s en ha is ics ter t c rac		Ap i l 1 6 2 0 1 5 r	P ha tom n k toc s	1, 9 0 9	Ma h 1 0 2 0 1 6 rc	€ 0	€ 5. 2 2	) 7
No tes

The table does not include the bonuses of three persons who are no longer employees

1) A part (40%) of this bonus that was attributed up-front has exceeded the two-year retention period and was paid in 2017. The remainder (60%) will be attributed in yearly instalments over the three years after the one in which it was granted. The first portion has vested and, following the one-year retention period, was paid in 2017. The second portion has vested and, following the one-year retention period, will be paid in 2018. The third portion has vested and is subject to a one-year retention period

2) A part (40%) of this bonus, which was attributed up-front, has exceeded the two-year retention period and will be in 2018. The remainder (60%) will be attributed in yearly instalments over the five years after the one in which it was granted. The first portion has vested and, following the one-year retention period, will be paid in 2018. The second portion has vested and is subject to a one-year retention period. The third, fourth and fifth portions are subject to a vesting period of one year and a retention period of another year. The number of instruments assigned corresponds to the third, fourth and fifth portion.

3) A part (40%) of this bonus has already vested and is subject to a two-year retention period from the date of assignment, while a part (60%) is attributed in annual instalments over the 4 years after the one in which it was granted.

4) Bonus attributed in equal annual tranches over the four years after the one in which it was granted. The first portion has vested and, following the one-year retention period, will be paid in 2018. Thesecond portion has vested and is subject to a one-year retention period. The number of instruments assigned corresponds to the second, third and fourth portion

5) Bonus attributed in equal annual instalments over the three years after the one in which it was granted

6) Bonus attributed in equal annual instalments over the three years after the one in which it was granted. The first portion has vested and, following the one-year retention period, was paid in 2017. The second portion has vested and, following the one-year retention period, will be paid in 2018. The third portion has vested and is subject to a one-year retention period

7) Bonus attributed in equal annual instalments over the three years after the one in which it was granted. The first portion has vested and, following the one-year retention period, will be paid in 2018.The second portion has vested and is subject to a one-year retention period. The third portion is subject to a vesting period of one year and a retention period of another year.

Date 8 March 2018

		P A R T 1
		ina ia ins ion F l tru ts t he t ha to k o t nc me n o r n s c p s
					Se ion 2 t c
				Ne ly- ig w as s ne	d ins ba tru ts me n	d o he de is t se n c	ion :
Na d s me an ur na me o r teg ca or y	O f f ice ( in d ica le ly fo te so r d p ) na me er so ns	f he Bo d be d he S ha ho l de ' Me ing he du le d fo 1 4 Ap i l 2 0 1 8 t to to t t o ar p ro p os e re rs e sc r r o
		Da f he te t o ion f lu t res o o he t S ha ho l de '	Ty f p e o f ina ia l nc ins tru ts me n	Nu be f m r o f ina ia l nc ins tru ts me n d	Da f te o ig t as s nm en	Pu ha rc se ice f p r o ins tru ts me n	Ma ke ice f t p r r o ig t as s nm en	Ve ing t s io d p er
		re rs ing Me t e		ig as s ne
No i la b le t a va			P ha tom n k toc s
No As in d ica d in tes te : p ara	he Ba k i de i f 1 e t s t t eq n n ,	ies be f ic iar ies as ne o	ly ho t n se p ers	ho ba d o on s w se ,	t a n a n e x-p os ss	f he ir p t o t es sm en	for ha be er ma nc e, ve	ig d a en as s ne
bo ha ds t t e nu s xc ee a s p ec ho in bs tan p ers on s w su ce , ,	i f ic in im de f ine t m um a mo un i l l ha he P lan to t w ve ac ce ss	d by he Bo d f t ar o	D ire f he tor t c s o	Co Pa t ren mp an	Ac d ing ly, i co r y.	is i b le t t p no os s	i fy he te to t ex -an sp ec	f he t n am es o