BPER strategic growth Creating shareholder value through the acquisition of a sizeable going concern

Alessandro Vandelli - CEO 18th February 2020

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BPER Banca S.p.A. with registered office in Modena, via San Carlo, 8/20 - Tax code and registration in the Register of Companies of Modena no. 01153230360 - Company belonging to the VAT GROUP BPER BANCA VAT no. 03830780361 - Share capital Euro 1,561,883,844 - ABI code 5387.6 - Enrolled in the Register of no. 4932 - Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund - Parent of the BPER Banca S.p.A. banking group registered in the Register of Banking Groups under no. 5387.6 - Telephone 059.2021111 - Fax 059.2022033 - e-mail: [email protected] - PEC: [email protected] - bper.it - 1 istituzionale.bper.it Agenda

1 BPER at a glance

2 Overview of the Transaction

3 Strategic rationale

4 Preliminary identification of the going concern

5 Expected impacts

6 Closing remarks

2 BPER at a glance 1

Branches network Key financials

One of the largest banking 2 groups in Italy focused on N. branches: 1,349 Key financials 2019 traditional business 4 Market shares1 P&L (€m) 2 Greater than 7.5% Total banking income 2,276 th 61 49 #6 banking group by total Between 5% and 7.5% 61 333 Between 2.5% and 5% Operating expenses (1,687) asset Lower than 2.5% 11 LLPs (449) 33 17 9 Profit before taxes 417 97 Net income 380 88 10 40 96 Key shareholders 30 B/S (€bn) Gross Net 334 Loans to customers 55.3 52.0 19.7% 38 o/w Performing 49.2 49.0 o/w NPEs 6.1 3.0 42.8% 36 Direct deposits 58.1 10.5% Indirect deposits 117.4 4.3% % on total Asset quality Gross Net North West 10% 22.6% North East 29% NPE ratio 11.1% 5.8% Center 18% NPE Coverage 51.0% Gruppo South & islands 43% Fondazione di Sardegna Regulatory capital (€bn) Other Bank Foundations Widespread national presence and CET1 capital FL 4.2 Other institutionals strong multi-regional footprint RWAs FL 34.6 Other shareholders CET1 ratio FL (%) 12.0%

Notes 1 Market share by branches 2 Including contribution from Unipol Banca and Arca SGR since 1st July 2019 3 Overview of the Transaction 2 Acquisition of a going concern from including up to #400-500 branches, c. #1.2m clients and €20-23bn of loans significantly enhancing competitive positioning in Italy

On 17 February 2020, the Board of Directors of BPER Banca approved the execution of an agreement with Intesa Sanpaolo, pursuant to which BPER will purchase a going concern from Intesa Sanpaolo (the “Transaction”), subject to, inter alia, the completion of the voluntary public exchange offer launched by the same Intesa Sanpaolo on the entire share capital of UBI Banca

Overview of the going concern perimeter Transaction highlights

. Loans to customers: €20-23bn . Acquisition in cash Key guiding principles . RWA: maximum €15.5bn1 . Price consideration equal to 0.55x . Clients: +#1.2m P/CET1 of the going concern allocated capital at the reference . Branches: #400-500 (mainly located in northern Italy, with a specific focus on Lombardia) date2

. Asset quality: in line with UBI at the reference date2 . Capital increase via rights issue up . Allocated capital: in line with UBI CET1 ratio at the reference date2 (12.3% as of FY’19) to max €1bn to finance the Transaction . Only including assets and liabilities strictly related to the branches acquired (i.e. not including head office and central structures, and no obligations envisaged with reference to ‒ Pre-underwriting agreement current distribution agreements) signed with with The going concern perimeter has been preliminary identified based on public information reference to the entire rights issue and is subject to changes provided that the abovementioned criteria are all met amount

Notes 1 Including credit and operational risk RWA 4 2 The determination of such parameters will occur at a specific reference date, which is currently expected to be 30 June 2020. Overview of the Transaction 2 Preliminary timetable

February 17th 2020 Transaction announcement

Q2 2020 BPER Extraordinary General Meeting

H2 2020 BPER capital increase via rights issue

December 2020 Closing

5 Strategic rationale 3 Paving the way for further sound and sustainable growth

Creating shareholders value 1 enhancing profitability, improving asset quality and maintaining a strong capital position

2 Significant scale increase

(in 3 Strengthening of group presence in the more productive and dynamic areas of the country particular Lombardy)

4 Operating efficiency benefits (no head/back office legacy)

through cross selling of BPER products to the newly acquired customers (no 5 Further potential value creation obligations envisaged with reference to current distribution agreements)

6 Strategic rationale 3 BPER has a successful M&A track-record given it has achieved significant scale and strengthened its performance and balance sheet also through the acquisition and merger of a number of banks

Total assets evolution 2000-2019 (€bn)

100-105

79 71 71 65 62 62 61

35 22

2000 2001 2012 2013 2015 2016 2017 2018 2019 2019PF

Strategic Target Growth

Total assets 9.7 1.4 1.1 2.6 11.4 21-26 (€bn)

% on BPER total 45% 2% 2% 4% 16% ∼30% assets1

Branches (#) 430 22 24 105 258 400-500

% on BPER 70% 2% 2% 9% 21% ∼33% branches1

Notes 1 Calculated on previous year 7 Preliminary identification of the going concern 4 Highly complementary branches network which will significantly enlarge BPER “multi-regional presence” in the wealthiest northern Italian regions

BPER branches + Going concern = BPER branches pro-forma Branches: #1,349 Branches: #4501 Branches: #1,799

4 2 4 2 61 49 257 318 49

61 333 30 91 333 11 11 17 44 61 33 42 75 9 9 97 97 10 10 88 38 126 96 40 19 20 115 60 4 30 4 30 334 4 334 4 38 38

% on total % on total % on total North West 10% 36 North West 64% North West 23% 36 o/w Lombardy 5% o/w Lombardy 57% o/w Lombardy 18% North East 29% North East 0% North East 22% Center 18% Center 28% Center 20% South & islands 43% South & islands 9% South & islands 35%

#2.7m clients #1.2m clients #3.9m clients

Market shares Notes Greater than 7.5% 1 Based on the mid point of the range of branches potentially included in the going concern (#400-500) Between 5% and 7.5% Between 2.5% and 5% 8 Lower than 2.5% Preliminary identification of the going concern 4 Sizeable add-on with solid profitability confirming a clear strategic path

Contractual agreements signed Key B/S items (current estimate)

MIN MAX MIN MAX _ Loans to customers (net) €20bn _ €23bn Loans to customers (net) €20bn €23bn

o/w Bonis €19.0bn €21.9bn Incl. credit risk, MAX RWA (Cap) operational risk and o/w NPE €1.0bn €1.1bn other RWA €15.5bn

MIN2 MAX3 _ In line Deposits €18.0bn €20.7bn CET1 ratio (%) with UBI1 12.3%

MIN MAX MIN2 MAX3 _ Branches #400 _ #500 Indirect deposits €24.5bn €28.1bn

As envisaged in contractual agreements with ISP

Notes 1 At last reporting date before closing of the Transaction (currently envisaged at 30.06.20) 2 Based on €20bn of loans to customers 9 3 Based on €23bn of loans to customers Preliminary identification of the going concern 4 Compelling pricing which represents a discount to average trading multiples observed for key peers

P/CET1 20191 P/E 20211

0.72x 9.1x 9.2x 7.9x 0.58x 0.55x 0.55x ~5x

Selected BPER UBI Going Concern Selected BPER UBI Going Concern 2 Going 2 Going peers concern peers concern

Transaction implied multiples significantly lower vs Italian listed banks average for a going concern which is characterized by a lean cost structure and a compelling profitability

Further value upside for BPER shareholders from potential synergies

Notes 1 Bloomberg as of 17.02.20 2 Include Intesa Sanpaolo, , UBI, BancoBPM and Credem 10 Preliminary identification of the going concern 4 Expected internal financial metrics – Sensitivity analysis to credit risk RWA density and loans to customers

PRICE PAID for the going concern (€m) NET INCOME of the going concern (€m)

Loans to customers (€bn) Loans to customers (€bn) 20.0 21.5 23.0 20.0 21.5 23.0

40% 669 711 750 40% 154 167 180

45% 737 783 827 45% 152 165 177 density density

Credit risk RWA 1 Credit risk RWA 1 56% 892 950 1,005 56% 148 160 172

Estimated assuming a P/CET1 of 0.55x applied on allocated capital @12.3%2 of going concern RWA3

Notes 1 Preliminary estimated based UBI Banca individual credit risk weight based on latest available report 2 In line with UBI CET1 ratio. It will be based on UBI last reporting date before closing of the Transaction (currently envisaged at 30.06.20) 11 3 Including credit risk RWA, operational risk RWA equal to €1.5bn and other RWA mainly related to real estate and other assets (assuming a 100% risk weight) Preliminary identification of the going concern 4 Expected internal financial metrics – Price consideration and badwill generated

Key assumptions Price consideration and badwill generated (€bn)

. Loans to customers: €21.5bn 1.42 . Credit risk RWA density: 45%

. Total RWA: €11.6bn1 (0.78)

. Net income: €165m 0.64 . Price consideration: 0.55x CET1 capital (0.15) 0.49

. Additional loan loss provisions: €150mln (gross) at BPER level to increase going concern coverage

Going Concern Price paid Badwill 2 PPA (additional 2 Badwill post PPA . Full badwill recognition assumed at BPER allocated capital provisions on NPE)

Notes 1 Including credit risk RWA, operational risk RWA equal to €1.5bn and other RWA mainly related to real estate and other assets (assuming a 100% risk weight) 2 Gross of tax 12 Preliminary identification of the going concern 4 Expected internal financial metrics – EPS accretion / (dilution)

Key assumptions EPS accretion / (dilution) as of 20211,2

. Capital increase: €0.8bn-€1bn

. Discount to TERP: 20-25% 0.61

0.58 . Issue price based on 17.02.20 BPER closing 0.58 0.58 0.58 price 0.56

. BPER standalone net income 2021E based on latest consensus (€300m)

. Going concern net income: €165m

Going concern return on investment1 in the range of c. 15-20% on the basis of loans to customers included in the perimeter and related RWA density Capital increase @ €1.0bn Capital increase @ €0.9bn Capital increase @ €0.8bn EPS Pre (€) EPS Post (€)

Notes 1 Calculated as expected net income as % of price consideration 13 Expected impacts 5 BPER to become the 5th largest Italian banking group by total assets and 4th by branches

Ranking by total assets (€bn, FY’19) Ranking by number of branches (#, FY’19)

PRE POST PRE POST

Unicredit 856 Intesa SP ~920 Intesa SP 3,752 Intesa SP 4,877

Intesa SP 816 Unicredit 2,387 Unicredit 856 Unicredit 2,387

Banco BPM 167 Banco BPM 1,727 Banco BPM 167 Banco BPM 1,727

MPS 132 1,575 2 MPS 132 #4 1,697

127 MPS 1,422 1 #5 ∼100 MPS 1,422

#6 79 #6 1,349

459 Credem 48 Credem Credem 48 Credem 459

BP Sondrio 365 BP Sondrio 41 BP Sondrio 41 BP Sondrio 365

Creval 362 Creval 24 Creval 24 Creval 362

Going concern

Notes 1 Based on the mid point of the range of loans to customers potentially included in the going concern (€20-23bn) 14 2 Based on the mid point of the range of branches potentially included in the going concern (#400-500) net of already defined closures within the business plan horizon Expected impacts 5 Increased scale and attractive financial impacts enhancing group KPIs1

Clients (#m) Total assets (€bn) Total deposits2 (€bn)

3.9 ~ 100 ~ 225 175 79 2.7

BPER BPER BPER BPER BPER BPER FY'19 Pro forma FY'19 Pro forma FY'19 Pro forma

Gross NPE ratio CET1 ratio FL Cost / income

NPE In line with 2021 51% > 46% > 46% In line with 2021 Coverage Business Plan Target Business Plan Target Pro Forma 11.1% Below 2021 74% for going > 13% business plan > 12.5% concern @ target (< 9%) 12.0% < 59% c. 10% ~ 8% < 8% Net NPE 5.8% < 5.0% ratio ~ 4.5%

BPER BPER BPER BPER BPER BPER BPER BPER FY'19 2020E 2021E FY'19 2020E 2021E FY'19 2021E

Notes 1 Preliminary estimate of the going concern figures based on publicly available information assuming an amount of loans to customers equal to c. €21.5bn and RWA credit risk density at 45% 15 2 Includes direct and indirect deposits Closing remarks 6

• Further growth and business development through the acquisition of c. #1.2m clients and #400-500 branches • Operating efficiency benefits (no head/back office legacy) Paving the way for further sound and sustainable • Potential value creation through cross selling of BPER products to the newly acquired customers growth (no obligations envisaged with reference to current distribution agreements) • De-risking acceleration and solid capital position - gross NPE ratio at c. 8% (<5% net) and CET1 ratio FL > 12.5% by 2020YE

• BPER to become the 5th largest Italian banking group by total assets

Significant scale increase • Highly complementary branches network which will significantly strengthen the group presence in the more productive and dynamic areas of the country (market share in Lombardy >6%)

• Compelling pricing which represents a discount to average trading multiples observed for key peers

Value creation for • High return on investment (c. 15-20%) shareholders • Accretion in EPS by c. 6% in 2021

16 Contacts for Investors and Financial Analysts

Gilberto Borghi Via San Carlo, 8/20 - 41121 Modena - Italy Head of Investor Relations +39 059 2022194 [email protected]

Giulia Bruni Via San Carlo, 8/20 - 41121 Modena - Italy Investor Relations +39 059 2022528 [email protected]

Nicola Sponghi Via San Carlo, 8/20 - 41121 Modena - Italy Investor Relations +39 059 2022219 [email protected]

17 Notes

18