PROXY STATEMENT SOLICITATION OF PROXIES UPDATED VERSION*

Transcription

1 PROXY STATEMENT SOLICITATION OF PROXIES UPDATED VERSION* concerning the request for conferral of representation to exercise voting rights in the ordinary Shareholders Meeting of BPER Banca S.p.A., convened, at first call, on the day of 14 April 2018, at 9:00 am, at the meeting premises of Modena Fiere, in Modena, main entrance in Viale Virgilio, to carry a resolution regarding the Appointmentof the Board of Directors for the three-year period with particular reference to List no. 1 of the Candidates for the appointment of 15 Directors presented by the Board of Directors of BPER Banca and published on 13 March 2018 PROMOTER AND ISSUER: ENTITY TASKED WITH SOLICITING AND COLLECTING PROXIES AND AUTHORISED TO VOTE IN THE ORDINARY SHAREHOLDERS MEETING Morrow Sodali S.p.A. For information please contact the following toll-free number or, if calling from abroad: contactable during business days between 10:00 am and 7:00 pm. or consult the following websites or, then again, you may send an to: assemblea.bper@morrowsodali.com The solicitation of proxies is regulated by articles 136 and following of Italian Legislative Decree no. 58 of 24 February 1998 TUF - Consolidated Law on Finance, as well as articles 135 and following of Consob Regulation no of 14 May 1999 and Issuers Regulation. * This Proxy Statement is dated 28 March 2018, was published in an updated version on 5 April 2018, in order to incorporate a variation into paragraph 3 of Section II as indicated in the premise 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 Capitale sociale Euro Codice ABI Iscritta all Albo delle Banche al n 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 Telefono Telefax bpergroup@bper.it - PEC: bper@pec.gruppobper.it -

2 PREAMBLE The soliciting of voting right proxies that is the object of this statement (the Statement ) is directed at all shareholders (the Shareholders ) of BPER Banca S.p.A. ( BPER, the Bank the Issuer or the Promoter, for the ordinary Shareholders Meeting (the ordinary Shareholders Meeting or also just Shareholders Meeting ) convened for 14 April 2018, on first call, at 9:00 a.m., at the Modena Fiere premises, in Modena, main entrance on Viale Virgilio. The solicitation is promoted by BPER, the Issuer, in relation to point 2) in the agenda, of the Shareholders Meeting ( Appointment of the Board of Directors for the three-year period ), with special reference to List no. 1 of Candidates for the appointment of 15 Directors presented by the Board of Directors of BPER Banca and published on 13 March 2018 For the purposes of the collection of the proxies and the casting of the vote it will be assisted by Morrow Sodali S.p.A. ( Morrow Sodali or the Delegated Representative ) In annex as sub A to this Statement, pursuant to applicable dispositions, we also publish the specific form for the granting of voting proxies (the Proxy Form or Proxy Solicitation endorsement Form ). This Statement, originally dated 28 March 2018, was re-published in its entirety on 5 April 2018, in an updated version, in order to incorporate, into paragraph 3 ( Subjects who own relevant shares and subjects that exercise control over the Promoter. Description of the contents of any shareholders agreements pertaining to the same company ) of Section II ( Information on the Promoter ), subsequent variations related to shareholders agreements, communicated to the Bank on 3 April The original version of the Statement is available for consultation on the websites Pag. 2 a 10

3 Section I - Information on the Issuer and the Shareholders meeting 1 - Issuer name and registered office. The company issuing the shares for which the conferral of the voting rights is requested is named BPER Banca S.p.A., or, in shortened form, BPER Banca, a limited company set up under Italian law resulting from the transformation, approved by the Shareholders Meeting of 26 November 2016 pursuant to Italian Law no. 33 of 24 March 2015 of Banca popolare dell Emilia Romagna, Società cooperativa. At the date of this Statement, the Bank has its registered office in Modena, Via San Carlo no. 8/20, share capital, subscribed and fully paid up, equal to 1,44,925,305, tax code, registration in the Company Register of Modena and VAT No , registered as no in the Register of Banks and parent company of the Banking Group BPER Banca S.p.A., in abbreviated form BPER Banca Group registered, with code no in the Register of Banking groups. BPER is a Member of the Interbank Deposit Guarantee Fund and the National Guarantee Fund. The ordinary shares of BPER are traded on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. BPER s shares are also included in the FTSE MIB index. BPER, as a listed company, is subject to the regulatory prescriptions imposed on the issuers of listed securities on a regulated market; as a bank, it is also subject to current legal, regulatory and supervisory regulations that apply to banks and banking groups. Since the date of the launch of the Single European Supervisory Mechanism (4 November 2014) BPER has been subject to the direct prudential supervision of the European Central Bank because it is a significant bank according to art. 6, paragraph 4 of (EU) Regulation no. 1024/ For this reason and as it is a listed bank, BPER also falls into the category of banks of a larger size or operational complexity identified in the Supervisory Provisions for banks, Bank of Italy s Circular no. 285/2013, Part one, Title IV, Chapter Day, time and location of the Shareholders Meet The ordinary Shareholders Meeting of BPER Banca is convened, on first call, for the day of 14 April 2018, at 9:00 am, at the meeting premises of Modena Fiere, in Modena, main entrance on Viale Virgilio. 3 - Meeting agenda. The Shareholders Meeting is called with the following agenda: 1) presentation of the draft financial statements for 2017 and related reports; presentation of the consolidated financial statements for 2017 and of related reports; related resolutions; 2) appointment of the Board of Directors for the three-year period ; 3) appointment of the Board of Statutory Auditors for the three-year period ; 4) proposal of the Directors renumeration for 2018; related resolutions; 5) proposal of remuneration of the Board of Statutory Auditors for the three-year period ; related resolutions; 6) presentation of the Remuneration Report pursuant to art. 123-ter of Italian Legislative Decree no. 58 dated 24 February 1998, implementing the remuneration policies for 2018 of Gruppo BPER Banca S.p.A. and annual disclosure regarding implementation of the remuneration policies for 2017 ; related resolutions; 7) proposal of the renumeration plan, pursuant to art. 114-bis of Legislative Decree no. 58 dated 24 February 1998, implementing the remuneration policies for 2018 of Gruppo BPER Banca S.p.A.; related resolutions; 8) proposal for approval of the Shareholders Meetings: related resolutions; 9) information on internal control policies in terms of risk activities and conflicts of interest with related parties, in compliance with the requirements of the Bank of Italy Circular no. 263 of 27 December Audit. 4 - List of documentation prepared by the Issuer and indication of the website where said documentation is or will be available. Pag. 3 a 10

4 The Bank, relative to the ordinary Shareholders Meeting, has prepared the following documentation: 1) notice of call of the ordinary Shareholders Meeting; 2) general form that the Shareholders must use to assign voting proxies; 3) form that the Shareholders must use to grant proxy voting rights to the representative appointed pursuant to art. 135-undecies of the TUF; 4) this Proxy Statement regarding the solicitation of voting proxies with reference to point 2) on the agenda of the ordinary Shareholders Meeting; 5) form for adhering to this solicitation of proxy voting rights (annex sub A to this Proxy Statement); 6) descriptive reports by the Board of Directors on the items in the agenda of the Shareholders Meeting, together with relevant documents and with the full text of the resolution proposals, including the descriptive report on point 2 on the agenda subject to the solicitation (annex sub B to this Proxy Statement); 7) solicitation of the proxies to vote promoted by BPER; 8) set of documents related to the lists presented by the Board of Directors and by the Shareholders of the Bank for the appointment of the Directors and the lists presented by the Shareholders of the Bank for the appointment of the Statutory Auditors. Said documentation is available to the public, as required by Law, at the company offices of BPER, on the website of the stock exchange company Borsa Italiana S.p.A. on the website of the authorised storage mechanism 1info, as well as the Issuer s website, - Area Istituzionale -> Governance -> Organi sociali -> Assemblea dei Soci, also in line with the other methods indicated in Chapter 1, Title II, Part III of the Issuers Regulation. The Bank's Shareholders, pursuant to art. 130 TUF, have the right to access all the documents held at the issuer's main offices and may obtain copies thereof at their own expense. It should be noted that the Shareholders who wish to endorse this solicitation must not use the proxy forms listed above in points 2 and 3 above and available on the issuer's website, but only the Proxy Form attached to this Proxy Statement, (indicated in point 5 above), specifically identified Proxy solicitation endorsement form, available on the website Area Istituzionale >Governance > Organi sociali >Assemblea dei Soci and Morrow Sodali's website Pursuant to art. 138, paragraph 2, of the Issuers Regulation, the Shareholders who adhere to this solicitation reserve the right to give instructions which are not compliant with the Promoter s proposal (the Promoter s Proposal or the Proposal ) and the Promotor, as the issuer of the shares for which a proxy is requested, must through the Delegated Representative exercise the vote even if not compliant with its Proposal. The Shareholders who do not wish to endorse this solicitation but wish to vote on the proposals made by the Issuer's Board of Directors at the ordinary Shareholders Meeting (the BoD Proposals or the Proposals ) may do so: - by personally taking part in the ordinary Shareholders meeting and voting in favour of the BoD's Proposals; - by conferring a proxy and giving instructions to a proxy to vote in favour of the BOD Proposals; - by granting the proxy at no cost with voting instructions on the BoD s Proposals to the designated representative appointed pursuant to art. 135-undecies TUF, by filling in and signing the appropriate form, available on the Issuer's website Area Istituzionale -> Governance -> Organi sociali -> Assemblea dei Soci. Pag. 4 a 10

5 Section II - Information on the Promoter 1. Name and legal status of the Promoter The subject that intends to promote the solicitation of voting proxies is the Issuing company, BPER Banca S.p.A. (in this role, as already stated, also the Promoter ). The Promoter, for the collection of the voting proxies and the exercise of the voting rights at the ordinary Shareholders Meeting, will be counting on Morrow Sodali S.p.A. a company offering consultancy and shareholder communications and proxy voting services to listed companies, specialised in the activity of soliciting voting proxies and representation in shareholders meetings. Morrow Sodali s registered office is in Rome, Via XXIV Maggio no. 43, share capital of 200,000, and registered in the Company Register of Rome as no /04, Tax Code and VAT no The endorsement of the solicitation and the conferral of the proxy to the Delegated Representative assign to the latter the authorisation to represent the Shareholder at the ordinary Shareholders Meeting exercising the voting right in compliance with the instructions imparted by the same Shareholder. The voting proxy pursuant to this solicitation may be granted to the Delegated Representative both by retail Shareholders (natural persons and legal entities), and institutional investors. 2. Promoter's company premises With regard to information on the Promoter's premises, which coincides with the Issuing company, reference should be made to the preceding Section I, Paragraph 1, of this Proxy Statement. 3. Subjects who own relevant shares and subjects that exercise control over the Promoter, even if jointly. Description of the content of any shareholders agreements pertaining to the same company. On the date of this Proxy Statement, based on the indications of the Shareholders Register, the communications received pursuant to the law and other public information available on the Consob website, the subjects that the Issuer believes to hold interests in the share capital of BPER pursuant to art. 120 TUF are those indicated in the table below. Declarant Direct Shareholder % of ordinary shares UNIPOL GROUP UNIPOLSAI ASSICURAZIONI 9,87% FONDAZIONE DI SARDEGNA FONDAZIONE DI SARDEGNA 3,02% FONDAZIONE C.R.MODENA FONDAZIONE C.R.MODENA 3,00% As far as the Bank can ascertain at the date of the Statement, on 28 February Bank shareholders joined by a further 15 shareholders on 12 March owners of a total of ordinary company shares overall, equal to 5,885% of the share capital - signed a shareholders agreement that entails the obligation of advance consultation in exercising voting rights and limitations to the transfer of Bank shares. 1 At the date of this Statement no natural person or legal entity exercises control over the Bank pursuant and in accordance with art. 93 TUF. 4. Descriptions of activities performed Pursuant to article 2 of the Bank's Articles of Association, 1. The company purpose is the collection of saving and the provision of credit in its various forms, directly or through subsidiary companies. 1 This paragraph substitutes the one in the original version of the Statement published on 28 March 2018, which stated As far as the Bank can ascertain at the date of the Statement, on 28 February Bank shareholders joined by a further 15 shareholders on 12 March 2017 owners of a total of ordinary company shares overall, equal to 5,885% of the share capital signed a shareholders agreement that entails the obligation of advance consultation in exercising voting rights and limitations to the transfer of Bank shares. Pag. 5 a 10

6 2. The company assigns specific attention to the enhancement of the resources of the territory where it is present via its own and the Group's distribution network. 3. The Company, in its role as parent company of the Banking group BPER Banca S.p.A., in short BPER Banca Group, pursuant to art. 61 of Italian Legislative Decree. no. 385 of 1 September 1993, in carrying out its activities of management and coordination, issues dispositions to the Group's components for the execution of the instructions imparted by the Bank of Italy and other Supervisory Authorities in the interest of the Group's stability. For further information reference should be made to the previous Section I, Paragraph 1, of this Proxy Statement. 5. Indication of the number and category of Issuer securities owned by the Promoter and by companies belonging to the group (controlling and subsidiary subject and/or those subject to joint control) of which the Promoter is a part, with the specification of the title of ownership, and the relative percentage of the share capital of the same. Indication of the securities with regard to which one may exercise voting rights It is hereby noted that, at the time of this Statement, BPER owns 455,458 of its own shares, equal to 0,095% of share capital. The voting rights for said shares is suspended pursuant to the law. The companies belonging to the BPER Group or in which BPER has in any case a controlling interest do not own any shares of the Issuer. 6 - If the Promoter has set up usufructs or liens on the Issuer's securities or has stipulated loan contracts or repurchase agreements on the same securities, please indicate the quantity of shares as well as the subject who retains the voting right. At the date of this Proxy Statement, the Promoter, that coincides with the Issuer, has not set up usufruct or liens on its own securities held as part of its portfolio nor has it stipulated loan contracts or repurchase agreements on the same securities. 7. Taking out a financial position using derivative instruments or contracts with the Issuer's shares as collateral At the date of this Proxy Statement, the Promoter, which coincides with the Issuer, and the companies belonging to the BPER Bank Group or in which BPER has in any case a controlling interest, have not taken on any financial positions using derivative instruments or contracts with the ordinary BPER Banca S.p.A. shares as collateral. 8. Conflict of interest situations foreseen by article 135-decies of the TUF, as well as any other conflict of interest that the Promoter, directly or indirectly may have with the Issuer, specifying the object and the scope of said interests The Promoter is also the Issuer of the shares for which the conferral of the voting proxy is requested. Seeing as the Promoter coincides with the Issuer, pursuant to current applicable regulations - where the voting instructions of the solicited subject are not compliant with the Promoter's Proposal, the latter, via the Delegated Representative - is in any case required to exercise the vote, even if it does not match its own Proposal; - the Promoter - via the Delegated Representative - may not in any case exercise the vote by going against the instructions received from the solicited subject even if relevant circumstances ensue, unknown at the time of issuing the proxy and that cannot be communicated to the solicited subject, such that it is believed that the same, if it had known them, would have given different voting instructions. With regard to the Delegated Representative, as far as the Promoter is aware, none of the instances of conflict of interest detailed under article 135-decies TUF apply. 9. Indication of any funds received to promote the Solicitation The Promoter has not received any funds for the promotion of this proxy solicitation. Pag. 6 a 10

7 10. Indication of a possible replacement For the purpose of exercising the proxy that is the object of the solicitation, the Promoter reserves the right as of now to refer to the following replacements indicated by the Delegated Representative, regarding which, as far as he/she is aware, none of the situations pursuant to art. 135-decies TUF apply: Fabio Bianconi, born in Urbino on 14/05/1980, Tax Code BNCFBA80E14L500I Renato Di Vizia, born in Capaccio (SA) on 26/08/1970, Tax Code DVZRNT70M26B644G Andrea Di Segni, born in Rome on 17/04/1966, Tax Code DSGNDR66D17H501N Daniele Maria Viciconte, born in Rome on 10/09/1980, Tax Code VCCDLM80P10H501C Section III - Information on the vote 1. Indication of the specific resolution Proposal subject to Solicitation The solicitation is promoted by BPER, the Issuer, in relation to point 2) of the Agenda of the Shareholders meeting ( Appointment of the Board of Directors for the three-year period ), in particular with reference to List no. 1 of the Candidates for the appointment of 15 Directors, presented by the Board of Directors of BPER Banca and published on 13 March Details on the candidates are shown below: 1. VANDELLI ALESSANDRO - born in Modena (MO) on 23/02/1959, 2. BARBIERI RICCARDO - born in Cagliari (CA) on 31/01/1964, 3. BELCREDI MASSIMO - born in Brindisi (BR) on 24/02/1962, 4. BERNARDINI MARA - born in Modena (MO) on 09/10/1957, 5. CAMAGNI LUCIANO FILIPPO - born in Erba (CO) on 31/08/1955, 6. CAPPONCELLI GIUSEPPE - born in San Giovanni in Persiceto (BO) on 18/05/1957, 7. FERRARI PIETRO - born in Modena (MO) on 10/10/1955, 8. GUALANDRI ELISABETTA - nata Modena (MO) on 12/06/1955, 9. MORO ORNELLA RITA LUCIA - born in Somma Lombardo (VA) on 04/07/1961, 10. NOERA MARIO - born in Somma Lombardo (VA) on 30/03/1952, 11. SCHIAVINI ROSSELLA - born in Gallarate (VA) on 08/05/1966, 12. VENTURELLI VALERIA - born in Castelfranco Emilia (MO) on 08/09/1969, 13. JANNOTTI PECCI COSTANZO - born in Bacoli (NA) on 01/09/1952, 14. MASPERI VALERIANA MARIA - born in Argenta (FE) on 04/11/1950, 15. MAROTTA ROBERTO - born in L Aquila (AQ) on 06/03/1948. The following are the candidates who have declared to be in possession of the independent requirements pursuant to art. 147-ter, comma 4, del TUF: - Belcredi Massimo; - Bernardini Mara; - Camagni Luciano Filippo; - Capponcelli Giuseppe; - Gualandri Elisabetta; - Moro Ornella Rita Lucia; - Noera Mario; - Schiavini Rossella; - Venturelli Valeria; - Masperi Valeriana Maria; - Marotta Roberto. The list was presented by the B.o.D. of BPER Banca pursuant to art. 18 paragraph 8 of the Articles of Association. The set of documents related to List no. 1 presented by the Board of Directors is herewith attached (annex sub C ) and available at the Company s registered office and on its website Area Pag. 7 a 10

8 Istituzionale > Governance > Organi sociali > Assemblea dei Soci, as well as on the website of the stock market management company Borsa Italiana S.p.A. and the authorised stock device managed by Computershare S.p.A Analsis of the reasons why the Promotor proposes the exercise of the vote in the way indicated in the proxy statement and in the Proxy Form This paragraph indicates the reasons for the resolution proposed by the Promoter. Given that the Promoter coincides with the Issuer, for more detailed information Shareholders are invited to examine the Board of Directors report on the points in the agenda, published on the Issuer s website - Area Istituzionale > Governance > Organi sociali > Assemblea dei Soci. List no.1 presented by BPER s Board of Directors pursuant to art. 18, paragraph 8, of the Articles of Association reflects the in-depth considerations made by the Board itself, supported, for the parts within its sphere of competence, by the Nominations Committee, in consideration also of the results of the self-assessment process, the results of the assessment process and the support received in identifying the potential Candidates. The list of Candidates was identified in line with international best practice, applicable regulations and the European Central Bank s guidelines as defined in the "Guide to fit and proper assessment". In particular, the list: - offers wide and effective coverage of all of the 9 skill areas identified in the Optimal quali-quantitative composition of the Board of Directors (published on the Issuers website - Area Istituzionale > Governance > Organi sociali > Assemblea dei Soci on 28 February 2018); - ensures complementarity in terms of knowledge and experience, reflecting the overall ability to satisfy the strategic priorities identified by the bank for the following year; - has a high presence of Candidates who are in possession of the independence requirements (11 out of 15, that is over 70% of the total), confirming the principle that independence, also of mind, is a necessary requirement for the sound and prudent management of BPER; - contains a quota of the least represented gender which is above the minimum applicable regulatory requirement (6 Candidates compared to a minimum of 5), equal to 40%; - includes Candidates with the vital personal requirements needed in order to adequately cover the role of Director of BPER, such as negotiation skills, leadership, the ability to contribute to the attainment of the overall result, the ability to perform strategic analysis, resilience to stress and the governance of complex situations. 3. Voting proxy not issued in compliance with the Proposal specified in point 1 of this Section Seeing as the solicitation of proxies promoted by BPER, pursuant to art. 138, paragraph 2 of the Issuers Regulation, the Promoter is required to cast the vote - via the Delegated Representative - even if the proxy is not issued with instructions to vote in compliance with its own Proposal. 4. Point out any other information required to enable the solicited subject to reach an informed decision regarding the conferral of the proxy. Nothing else to highlight. Pag. 8 a 10

9 Section IV - Information on the issue and revocation of the proxy 1. Validity of the voting proxy For the purpose of the validity of the proxy the appropriate Proxy form or Proxy Solicitation endorsement form must be signed and dated: - for natural persons by the subject who details the voting right in the ordinary Shareholders Meeting; - for legal entities, by the company s legal representative who is invested with voting rights in the ordinary Shareholders meeting. With regard to attendance and the vote by those entitled, it is recalled that: (a) pursuant to article 83-sexies of TUF, the right to attend the ordinary Shareholders Meeting and the exercising of voting rights is certified by a communication by the Issuer, made by the broker who is a member of the centralised management of Monte Titoli S.p.A., in favour of the subject who detains the voting right, based on the relative evidence at the end of the accounting day on the seventh day of open market preceding the date set for the Shareholders Meeting on first call (5 April 2018, so called record date ); (b) only those who own said voting right on said date (5 April 2018), will be entitled to attend and vote at the ordinary Shareholders Meet The subjects who detain the voting right and issue a proxy must ask their broker to make such communication to the Issuer, within the terms and according to the procedures foreseen by current legislation, attesting their own entitlement to attend the Shareholders Meeting and their right to exercise their voting rights. It should be recalled that, pursuant to art. 135-novies, paragraph 2, of TUF, if the Shareholder owns shares held on a number of securities account, he/she may appoint a different representative for each securities account; he/she may also delegate a single representative for all accounts. 2. Final deadline for delivery of the Proxy Form to the Delegated Representative and methods of transmission to the Promoter The Proxy Form or Proxy Solicitation endorsement form must be received by the Promoter, via Morrow Sodali, by 11:59 pm of 13 April 2018 (the Proxy Deadline ), according to one of the following procedures (the Conferral Procedures ): by fax to the numbers: ; ; ; by to the following address: assemblea.bper@morrowsodali.com; by post or by hand to the following address: Morrow Sodali S.p.A. Via XXIV Maggio, Roma Attn: Mr Renato Di Vizia If the proxy is sent by fax or , without prejudice to the validity of the proxy thus forwarded, in order to facilitate operations, it is recommended that the original be sent by post or delivered by hand to Morrow Sodali, or a signed computer document in electronic form should be sent, according to the procedures detailed under article 21, paragraph 2 of the Italian Legislative Decree no. 82 of 07 March The Proxy Form must be transmitted accompanied by: (i) for natural persons, a photocopy of the delegating party's identification document and (ii) for legal entities or other entities, a photocopy of the certificate issued by Company Register or of the special power of attorney or other deed, which details the representative powers assigned to the subject underwriting the proxy in the name and on behalf of the legal/other entity. The Promoter shall take no responsibility for the failure to exercise the vote for proxies received after the Proxy Deadline or for proxies which, though received by said deadline, are not fully compliant with the law. Pag. 9 a 10

10 3. Promoter exercising the vote in a different way to that proposed The Delegated Representative, pursuant to the currently applicable dispositions, may not in any case exercise through the Delegated Representative - the vote by going against the instructions indicated in the Proxy Form even if relevant circumstances ensue, unknown at the time of issuing the proxy and that cannot be communicated to the solicited subject, such that it is believed that the same, if it had known them, would have given different voting instructions. 4. Revocation of the voting proxy The proxy may always be revoked by a written statement brought to the attention of the Promoter, once again by the Delegated Representative, according to the Conferral Procedures indicated above, by 11:59 pm of 13 April * * * Liability statement Without prejudice to the information on the matters placed on the agenda made available by the Issuer pursuant to current legislation, the Promoter hereby states that the information contained in this Proxy Statement and in the Proxy Form are suitable to enable the solicited party to reach an informed decision regarding the conferral of the proxy. The Promoter is also responsible for the completeness of the information provided during the course of the solicitation: * * * This Statement was forwarded to Consob at the same time as it was distributed to the recipients of the solicitation proposal. Modena, 28 March 2018 BPER Banca S.p.A. LIST OF ANNEXES Annex A Proxy Form or Proxy Solicitation endorsement form, published on 28 March 2018; Annex B Descriptive Report by the Board of Directors of BPER Banca S.p.A. on point 2) of the agenda of the Shareholders meeting ( Appointment of the Board of Directors for the threeyear period ), published on 28 February 2018; Annex C List no. 1 of Candidates for the post of Director presented by the Board of Directors of the Bank and published on 13 March 2018; Pag. 10 a 10