Extraordinary Shareholders’ Meeting of 22 April 2020

Report on item 1) of the agenda

Proposal to grant to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the authorization, to be exercised by 31 March 2021, to increase the share capital in one or more tranche, in a divisible form, against payment, for a total maximum amount of Euro 1,000,000,000.00, inclusive of any share premium, through the issuance of ordinary shares, with no par value, to be offered in option to the existing shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code. Amendment of Article 5 of the By- Laws.

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

BPER Banca S.p.A., head office in Modena, via San Carlo, 8/20 - Tax Code and Modena Companies Register no. 01153230360 – Company belonging to the BPER BANCA GROUP VAT, VAT no. 03830780361 – Share capital Euro 1,561,883,844 - ABI Code 5387.6 - Register of no. 4932 - Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund - Parent Company of the BPER Banca S.p.A. Banking Group - Register of Banking Groups no. 5387.6 - Tel. 059.2021111 - Telefax 059.2022033 - e-mail: [email protected] - Certified e-mail (PEC): [email protected] - bper.it – istituzionale.bper.it

BPER Banca S.p.A.

Shareholders’ Meeting of 22 April 2020

Report pursuant to Article 125-ter of the CFA

Item 1) on the agenda of the Extraordinary Shareholders’ Meeting

Proposal to grant to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the authorization, to be exercised by 31 March 2021, to increase the share capital in one or more tranches, in a divisible form, against payment, for a total maximum amount of Euro 1,000,000,000.00, inclusive of any share premium, through the issuance of ordinary shares, with no par value, to be offered in option to the existing shareholders pursuant to Article 2441, paragraph 1 of the Italian Civil Code. Amendment of Article 5 of the By-Laws.

Dear Shareholders, With reference to item 1) of the Extraordinary Shareholders’ Meeting, the Board of Directors has called you in the Extraordinary Shareholders’ Meeting on 22 April 2020 to submit to your approval the proposal to grant to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the authorization (the “ Authorization ”), to be exercised by 31 March 2021, to increase the share capital in one or more tranches, in a divisible form, against payment, for a total maximum amount of Euro 1,000,000,000.00, inclusive of any share premium, through the issuance of ordinary shares, with no par value, whose issuance price may be lower than the accounting par value of pre-existing shares, having regular entitlement and the same features of the ordinary shares outstanding at the issue date, to be offered in option to the existing shareholders pursuant to Article 2441, paragraph 1 of the Italian Civil Code (the “ Rights Issue ”). This report (the “ Report ”), drafted pursuant to Article 125-ter of the Legislative Decree of 24 February 1998 No. 58, as subsequently amended and supplemented (the “ CFA ”), and pursuant to Article 72 of the Regulation adopted by CONSOB Resolution of 14 May 1999 No. 11971, as subsequently amended and supplemented (the “ Issuers’ Regulation ”), as well as in compliance with Schemes No. 2 and 3 of the Appendix 3A to the Issuers’ Regulation, aims at illustrating the abovementioned proposed resolution to the Shareholders’ Meeting. As illustrated below, such proposal falls within the broader context of the transaction governed by the agreement entered into on 17 February 2020 (the “ Agreement ”) by BPER Banca S.p.A. (“ BPER ”) and S.p.A. (“ Intesa Sanpaolo ”), pursuant to which BPER will purchase a going concern composed of banking branches as well as other potential assets, liabilities and legal relations, subject to the completion of the public exchange offer launched by Intesa Sanpaolo on the entire share capital of UBI Banca S.p.A. (the “ Exchange Offer ”).

1. DESCRIPTION OF THE TRANSACTION, REASONS OF THE AUTHORIZATION AND PURPOSE OF THE RIGHTS ISSUE The Agreement governs the acquisition, by BPER, of a going concern (the “ Going Concern ”), whose perimeter will further be specified by the parties and will include (i) between 400 and 500 branches, prevailingly located in northern Italy (with main focus on the Lombardia region), (ii) an aggregate amount of net credits against customers comprised between Euro 23 billion and Euro 20 billion and (iii) Risk-Weighted Assets (RWA) not higher than Euro 15.5 billion. The acquisition of the Going Concern – whose strategic rationale is in line with the objectives of the BPER Group aimed at dimensional growth, increase of the profitability and improvement of the asset quality, while maintaining at the same time a sound financial position – aims at reaching the following potential benefits: - dimensional growth and improvement of the competitive position in Italy; - increase of the customer base of more than 40% (due to approximately 1.2 million of customers comprised within the Going Concern) and of significant market shares in economically relevant areas such as Lombardia region (above 6%), where the Group has currently limited coverage; - realization of cost and revenue synergies deriving from the increase of cross-selling of products by the BPER Group across a broader customer base and from rationalization activities; - acquisition of a distribution network substantially without central structures or middle/back offices, with a consequential mitigation of execution risks; Pag. 2 di 9

- absence of restrictions related to distribution agreements with subsequent full exploitation of product factories of the BPER Group. Without prejudice to paragraph 2.3 below related to the complexity of estimating any impacts attributable to the spread of the "Covid-19" epidemic, as of today it is expected that the acquisition of the Going Concern may allow BPER: (i) an increase of the credit portfolio of approximately 40% and of the total assets of around 30% (total assets post-deal higher than Euro 100 billion); (ii) the improvement of the credit quality with a pro-forma gross NPE ratio estimated, based on 2019 data, in reduction from 11.1% to approximately 10% and estimated at 8.2% at the end of 2020 thanks to the ongoing management actions; (iii) an expected profitability of the investment comprised between 15 and 20%; (iv) the confirmation of the financial soundness of the BPER Group with a pro-forma consolidated CET 1 ratio Fully Phased estimated above 12.5% in 2020 and above 13% in 2021. BPER and Intesa Sanpaolo will promptly initiate the preliminary activities aimed at individuating the Going Concern, whose completion will follow the settlement of the Exchange Offer and the realization of the other conditions precedent set forth by the Agreement, with the goal to complete the acquisition of the Going Concern by the end of the current financial year. The consideration for the acquisition of the Going Concern, according to the amendment to the Agreement entered by the parties on 19 March 2020 and disclosed to the market on the same date, shall be equal to the lower between: A. a multiple of 0.55x the CET1 of the Going Concern, which will be determined by applying the CET1 ratio Fully Phased of UBI Banca S.p.A. (“ UBI ”) to the RWA of the Going Concern; B. a multiple on the CET1 "Fully Phased" ratio of the Going Concern determined using the following formula: Intesa Share Price x 1.7 x Number of UBI Shares 0,80 x ______CET1 of UBI at Reference Date where: (aa) "Intesa Share Price" means the official price of the Intesa shares registered on the settlement date of the Exchange Offer; (bb) "Number of UBI Shares", means the total number of UBI shares covered by the Exchange Offer equal to no. 1,144,285,146, from which any treasury shares held by UBI on the reference date must be deducted. The Rights Issue is instrumental to obtaining the necessary financial resources to support the acquisition of the Going Concern, while maintaining adequate levels of capital of BPER Group.

The exercise of the Authorization may guarantee to the Board of Directors greater flexibility in the execution of the Rights Issue and of the transaction as a whole, also in light of the expected timeline relating the specification of the perimeter of the Going Concern as well as of the high degree of uncertainty and volatility affecting financial markets in the current economic context.

In particular, the Authorization will allow the Board of Directors to determine the terms and conditions of the Rights Issue, as better indicated in paragraph 5 below. The proposed Authorization provides, therefore, that the Rights Issue to service the acquisition of the Going Concern, aimed at realizing the abovementioned benefits, may be resolved, subject to the obtainment of the necessary authorizations, by the Board of Directors in terms that are consistent with the content of the Agreement and, in any case, no later than 31 March 2021 (such term to deemed as merely prudential), pursuant to Article 2443 of the Italian Civil Code, in one or more tranche, in a divisible form, against payment, for a total maximum amount of Euro 1,000,000,000.00, inclusive of any share premium, through the issuance of ordinary shares, with no par value, whose issuance price will be determined by the Board of Directors and may be lower than the accounting par value of pre-existing shares, to be offered in option to the existing shareholders pursuant to Article 2441, paragraph 1 of the Italian Civil Code, having regular entitlement and the same features of the ordinary shares outstanding at the issue date.

2. INFORMATION ON THE RESULTS OF THE LAST FINANCIAL YEAR ENDED ON 31 DECEMBER 2019 AND GENERAL INFORMATION ON MANAGEMENT TRENDS AND THE FORESEEABLE FINAL RESULTS OF THE CURRENT FINANCIAL YEAR The Ordinary Shareholders’ Meeting of BPER has been called on 22 April 2020 to approve the financial statements related to the financial year ended on 31 December 2019 with a total net income equal to Euro 394.5 million (of which Euro 379.6 million attributable to the parent company). It should be noted that the data relating to the financial year 2019 illustrated in the paragraphs 2.1 and 2.2 below are not comparable with those of the last year due to the variation of the perimeter: starting

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from 1° July 2019, the perimeter includes Banca S.p.A. (merged by incorporation into the parent company BPER as of 25 November 2019) and Arca Holding S.p.A.

2.1. Indication of the most significant funding trends, also in relation to technical form, of banking and financial lending, with particular regard to credit quality Direct funding from customers amounts to Euro 58.1 billion (Euro 50.0 billion at 31 December 2018). Total direct funding consists mainly of current accounts and short-term demand and restricted deposits (Euro 47.7 billion). Indirect customer deposits, valued at market prices, are equal to Euro 110.6 billion (Euro 36.2 billion at 31 December 2018). In particular, funds under management ( raccolta gestita ) amount to Euro 41.7 billion. Funds under administration ( raccolta amministrata ) amount to Euro 68.9 billion. The portfolio of life insurance premiums, not included in indirect deposits, amounts to Euro 6.8 billion. Net loans to customers amount to Euro 52.0 billion (Euro 47.1 billion at 31 December 2018). Net performing loans amount to Euro 49.0 billion (Euro 43.8 billion at 31 December 2018), whereas net non-performing loans (bad, unlikely-to-pay and past due loans) amount to Euro 3.0 billion (Euro 3.2 billion at 31 December 2018), with an impact of 5.8% on total net loans and with a total coverage ratio of 51.0% (54.5% at 31 December 2018). In detail, net bad loans amount to Euro 1.2 billion (Euro 1.4 billion at 31 December 2018), with coverage of 66.0%; net unlikely-to-pay loans amount to Euro 1.7 billion (Euro 1.7 billion at 31 December 2018), with coverage of 33.0%; net past due loans amount to Euro 166.6 million (Euro 60.5 million at 31 December 2018) with coverage of 14.6%. The quality of performing loans remains high, with a percentage of low-risk ratings of 62.7% (60.1 at 31 December 2018). Financial assets come to a total of Euro 19.0 billion (Euro 17.2 billion at 31 December 2018) and amount to 24.0% of total assets. Debt securities amount to Euro 18.0 billion and represent 94.9% of the total portfolio: of these, Euro 8.3 billion refer to government securities and other public entities, of which Euro 6.4 billion of Italian government securities.

2.2. Indication of recent trends in costs and revenues, with particular reference to trends in interest rates and commissions spread Net interest income comes to Euro 1,164.5 million (Euro 1,122.4 million at 31 December 2018). Net commission income is equal to Euro 932.0 million (Euro 776.3 million at 31 December 2018). Operating costs amount to Euro 1,686.6 million (Euro 1,382.9 million at 31 December 2018). The net result from operations amounts to Euro 589.1 million (Euro 698.4 million at 31 December 2018). The overall gap between the average annual rate of return on interest-bearing assets and the average annual cost of the onerous liability is 1.59% (1.63% at 31 December 2018).

2.3. Foreseeable outlook for operations The economic scenario observed before the outbreak of the "Covid-19" epidemic expressed, at a global level, a trend towards stabilization, as confirmed by data on the performance of both the American and European economies and the growth, albeit slow, of the Chinese economy. In this scenario, also thanks to the support of economic policies and a decrease of US-China tensions on trade tariffs, on the one hand, and the good stability of the level of consumption and company profits, on the other hand, the risks of entering in a potential international recessionary spiral appeared limited. The Italian economy, in this context, recorded a growth rate estimated for 2020 of about half a percentage point, lower than the European average in the 1% area. These forecasts will be weighed down by the effects of the aforementioned epidemic, which spread in China and, subsequently, also in other countries, including Italy, causing the slowdown or interruption of economic and commercial activities in many sectors. BPER is closely following the development of such event after the closing of the financial statements and, in consideration of the many determinants that are still unknown and/or indefinable, it is currently not possible to provide a quantitative estimate of the potential impact on the economic and financial situation. In any case, the strategic importance of the asset management and bancassurance sectors, in particular, is confirmed for the protection of revenues, while the trend in net interest income, taking into account, among other things, the persistence of market rates at minimum levels, will also be

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influenced by the expansive measures that the European Central will adopt in terms of monetary policy. Contributions aimed at mitigating the negative effects of the economic scenario could come from the consumer credit sector and the substantial reduction in operating costs, as well as, when fully operational, from the potential acquisition of the Going Concern in the context of the Exchange Offer promoted by Intesa Sanpaolo on UBI.

3. GUARANTEE AND/OR PLACEMENT CONSORTIA In the context of the Rights Issue, – Banca di Credito Finanziario S.p.A. will act as Sole Global Coordinator and Sole Bookrunner on the basis of a pre-underwriting agreement entered into with BPER on 17 February 2020. This agreement, which will expire on 31 March 2021, concerns the commitment (subject to conditions in line with market practice for similar transactions) to enter into an underwriting agreement for the subscription of the newly issued shares which would remain unsubscribed upon completion of the offering up to an aggregate maximum amount equal to Euro 1,000,000,000.00. It is expected that the underwriting agreement relating to the Rights Issue will be entered into, upon the occurrence of the conditions provided in the aforesaid pre-underwriting agreement, immediately prior to the launch of the option offer and as soon as the Board of Directors will have established the final conditions of the Rights Issue. Prior to the launch of the offer relating to the Rights Issue, additional financial institutions, which shall participate in the guarantee consortium for the Rights Issue, may be identified.

4. OTHER ENVISAGED FORMS OF PLACEMENT The newly issued shares resulting from the Rights Issue will be offered in option the shareholders pursuant to Article 2441 of the Italian Civil Code. No other form of placement is envisaged.

5. CRITERIA TO DETERMINE THE ISSUANCE PRICE OF THE NEW SHARES The terms and conditions of the Rights Issue, including the actual number of issued shares, the option ratio and the related issuance price, will be determined by the Board of Directors of BPER close to the launch of the option offer, taking into account, among other things, the relevant market conditions, the consideration for the acquisition of the Going Concern, the pricing trend of BPER shares, the economic and financial results of the BPER Group, as well as the market practice for similar transactions, by also applying a discount to the theoretical ex right price (TERP, calculated according to current methodologies), in the measure which will be established by the Board of Directors prior to the launch of the option offer.

6. SHAREHOLDERS WHO HAVE EXPRESSED THEIR INTENTION TO SUBSCRIBE THE NEWLY ISSUED SHARES AS WELL AS ANY OTHER OPTION RIGHTS NOT EXERCISED At the date of this Report, Unipol Gruppo S.p.A. and UnipolSai Assicurazioni S.p.A. have expressed the availability to subscribe their stake of the Rights Issue equal to, respectively, 9.98% and 9.75%, for a total amount equal to Euro 197 million.

7. DURATION OF THE AUTHORIZATION AND EXECUTION OF THE RIGHTS ISSUE It is proposed that the Authorization shall be prudentially exercised by 31 March 2021, in one or more tranches. Subject to the approval by the Extraordinary Shareholders’ Meeting of BPER, the issuance of the necessary authorizations and the occurrence of any other condition precedent provided by the Agreement, it is estimated that the Rights Issue may be carried out by the second semester of 2020. In any case, the market will receive adequate information on the timing of the execution of the Rights Issue.

8. DATE OF ENTITLEMENT OF THE NEWLY ISSUED SHARES

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The new shares issued in the context of the Rights Issue will have regular entitlement and will grant their holders rights that are equivalent to those provided by BPER’s outstanding ordinary shares at the issuance date.

9. ECONOMIC AND FINANCIAL EFFECTS OF THE RIGHTS ISSUE AND DILUTIVE EFFECTS 9.1 Economic and financial effects of the Rights Issue When exercising the Authorization, the Board of Directors will promptly provide the market with adequate information on the pro-forma economic and financial effects of the Rights Issue.

9.2 Dilutive effects The Rights Issue will be carried out through an option offer to BPER shareholders pursuant to Article 2441, paragraph 1 of the Italian Civil Code: for such reason, there are no dilutive effects in terms of participation in the share capital for those shareholders who decide to fully subscribe the offer. Shareholders who will not exercise fully their option right will undergo a dilution of their shareholdings, following the issuance of the new shares. As the issuance price of the new shares, the number of shares to be issued and the option ratio have not yet been determined, and such factors will only be determined close to the exercise of the Authorization, it is not currently possible to determine an estimate of the dilutive effect.

10. AUTHORIZATION BY COMPETENT AUTHORITIES The execution of the Rights Issue will require the publication of a prospectus on the offering and listing of shares, in compliance with Article 3 of the EU Regulation 2017/1129 and the related delegated regulations, subject to the approval by CONSOB. Without prejudice to what is indicated in this Report, the amendments to the By-Laws related to the Authorization, as better illustrated in the paragraph 11 below, as well as the execution of the Rights Issue are subject to the issuance, by the European , (i) of the authorization required under Articles 56 and 61 of the Legislative Decree of 1° September 1993, No. 385 (Consolidated Banking Act) and of the authorization to classify the new shares resulting from the Rights Issue as instruments of CET1 pursuant to Article 26, paragraph 3 of the EU Regulation No. 575/2013 and of the Second Part, Chapter 1, Section II of the Circular of the of 17 December 2013 no. 285, as well as (ii) of the authorization pursuant to Article 58 of the Consolidated Banking Act concerning the acquisition of the Going Concern by BPER.

11. AMENDMENTS TO THE BY-LAWS The attribution of the Authorization proposed by the Board of Directors requires, pursuant to Article 2443 of the Italian Civil Code, an amendment to the By-Laws. It is therefore proposed to amend Article 5 of the By-Laws, through the insertion of a new (eightieth) paragraph.

Please find below a comparison between the aforesaid Article 5 in its current wording and in the proposed one. The text proposed for insertion is in bold type.

Text currently in force Proposed text

Article 5 Article 5

1. Share capital, fully subscribed and paid in, [unchanged ] amounts to Euro 1,561,883,844 and is represented by 520,627,948 registered ordinary shares, with no nominal value.

2. If a share becomes the property of several [unchanged ] persons, the joint ownership rights must be

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Text currently in force Proposed text exercised by a common representative.

3. Within the limits established by current [unchanged ] regulations, the Company, by resolution of the Extraordinary Shareholders' Meeting can issue categories of shares carrying different rights with respect to the ordinary shares, and may determine such rights, as well as financial instruments with equity or administrative rights.

4 All the shares belonging to the same category [unchanged ] carry the same rights.

5. Until the expiry of the deadline provided for [unchanged ] by art. 1, paragraph 2-bis of Decree Law 3 of 24 January 2015, converted into Law 33 of 24 March 2015, and subsequent possible extensions and/or modifications, no one entitled to vote may vote, for any reason, for a quantity of the Company's shares in excess of 5% of the share capital with voting rights. To this end, account should be taken of the total shares held directly and indirectly, through subsidiaries, trust companies and intermediaries, and those for which the voting rights are assigned for any reason to someone other than the owner. No account is taken of shareholdings included in the portfolios of mutual funds. For the purpose of these Articles of Association, control takes place, also with regard to parties other than companies, in the cases foreseen in art. 23 of Legislative Decree 385 of 1 September 1993. In the event of violation of these provisions, any shareholders' resolutions may be challenged pursuant to art. 2377 of the Italian Civil Code, if the required majority was not reached without this violation. The shares for which voting rights cannot be exercised are not included in the count for the purpose of establishing whether there is a quorum to hold the General Meeting.

6. The Board of Directors at the meeting held [unchanged ] on 11 July 2019, by virtue of the delegation attributed to it by the Extraordinary shareholders' meeting held on 4 July 2019, pursuant to Article 2420-ter of the Italian Civil Code, to be exercised by 31 December 2019, has resolved to issue an Additional Tier 1 convertible bond, for a total nominal amount equal to Euro 150,000,000.00, to be entirely offered in subscription to Fondazione di Sardegna, with the exclusion of option rights pursuant to Article 2441, paragraph 5, of the Italian Civil Code, at a subscription price higher than par value equal to Euro 180,000,000.00, and, consequently, to resolve a paid capital increase, in one or more tranches and in divisible form, for a maximum total amount equal to Euro 150,000,000.00, including a share premium equal to Euro 42,857,142, to

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Text currently in force Proposed text service exclusively and irrevocably the conversion of the abovementioned Additional Tier 1 bond through the issue of a maximum of no. 35,714,286 ordinary shares of the Company, without explicit par value, with regular dividend rights and the same features as the ordinary shares of the Company outstanding at the issue date.

7. The Extraordinary shareholders’ meeting [unchanged ] held on 4 July 2019 granted the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the power, for a period of five years from the date of the shareholders' meeting resolution, to resolve a paid capital increase, one or more time and in one or more tranches, with the exclusion of option rights pursuant to Article 2441, paragraph 4, and/or Article 2441, paragraph 5, of the Italian Civil Code, for a maximum total amount equal to Euro 13,000,000.00, including any share premium to be determined pursuant to Article 2441, paragraph 6, of the Italian Civil Code, by issue of a maximum number of 2,500,000 ordinary shares of the Company, without express par value, whose issue value may also be lower than the accounting par value existing at the relevant issue date, with regular dividend rights and the same characteristics as the ordinary shares of the Company outstanding at the issue date.

8. The Extraordinary Shareholders’ Meeting held on 22 April 2020 granted to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the authorization, to be exercised by 31 March 2021, to increase the share capital in one or more tranches, in a divisible form, against payment, for a total maximum amount of Euro 1,000,000,000.00, inclusive of any share premium, through the issuance of ordinary shares of the Company, with no par value, whose issuance price may be lower than the accounting par value of pre-existing shares, to be offered in option to the existing shareholders pursuant to Article 2441, paragraph 1 of the Italian Civil Code, having regular entitlement and the same features of the ordinary shares outstanding at the issue date.

12. RIGHT OF WITHDRAWAL The proposed amendment to BPER’s By-Laws does not fall within any of the cases of withdrawal under the By-Laws and the applicable laws and regulations. * * * Proposal

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In light of the above, the Board of Directors intends to submit to the Extraordinary Shareholders’ Meeting the following proposal of resolution: “The Extraordinary Shareholders’ Meeting of BPER Banca S.p.A., having examined and approved the Board of Directors’ report and the proposals formulated therein, having acknowledged that the following resolution may become effective, pursuant to Article 2436 of the Italian Civil Code and Article 56 of the Consolidated Banking Act, only following the relevant registration with the Companies’ Register subject to the obtainment of the necessary authorizations of the competent Authorities, resolves 1. to grant to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the authorization, to be exercised by 31 March 2021, to increase the share capital in one or more tranches, in a divisible form, against payment, for a total maximum amount of Euro 1,000,000,000.00, inclusive of any share premium, through the issuance of ordinary shares, with no par value, whose issuance price may be lower than the accounting par value of pre-existing shares, to be offered in option to the existing shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code, having regular entitlement and the same features of the ordinary shares outstanding at the issue date ; 2. to grant to the Board of Directors the power to establish any other terms and conditions of the delegated capital increase within the limits provided by applicable laws and this resolution, including the issuance price, the maximum number of ordinary shares to be issued and the option ratio applicable to the shares; 3. to accordingly amend Article 5 of the By-Laws by inserting the following eighth paragraph: “The Extraordinary Shareholders’ Meeting held on 22 April 2020 granted to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the authorization, to be exercised by 31 March 2021, to increase the share capital in one or more tranches, in a divisible form, against payment, for a total maximum amount of Euro 1,000,000,000.00, inclusive of any share premium, through the issuance of ordinary shares of the Company, with no par value, whose issuance price may be lower than the accounting par value of pre-existing shares, to be offered in option to the existing shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code, having regular entitlement and the same features of the ordinary shares outstanding at the issue date ”; 4. to grant to the Board of Directors and, on its behalf, the Chairman, the Deputy Chairman and the Chief Executive Officer, severally and with the power to sub-delegate, any and all the powers to provide for what is required, necessary or useful for the execution of the resolutions, as well as to comply with the relevant and necessary formalities, including the submission of any request, document or prospectus to the competent Authorities, the registration of resolutions with the Companies’ Register, with the right to introduce any unsubstantial amendments may be required by the competent Authorities or at the time of registration, and in general to take any necessary actions for their complete execution, in compliance with any legal provisions currently in force.” Modena, 19 March 2020 BPER Banca S.p.A. The Chairman Mr. Pietro

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