PROXY STATEMENT SOLICITATION OF PROXIES

Transcription

1 PROXY STATEMENT SOLICITATION OF PROXIES 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 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 Annex A FORM FOR THE SOLICITATION OF PROXIES BPER Banca S.p.A. (the Promoter, BPER, the Bank ), the Issuer or the Promoter through Morrow Sodali S.p.A. ( Morrow Sodali or the Delegated Representative ), intends to promote a solicitation of voting rights (the Solicitation ) with reference to the ordinary Shareholder s Meeting of BPER, called, on first call, for the 14th day of April 2018, at the Meeting premises of Modena Fiere, in Modena, main entrance on Viale Virgilio according to the procedures and terms set out in the notice of call published, also, on BPER s institutional website - Area Istituzionale -> Governance -> Organi sociali -> Assemblea dei Soci, on 28 February 2018 (the ordinary Shareholder s Meeting ) The proxy may always be revoked by means of a written statement brought to the attention of the Promoter, via the Delegated Representative for the Solicitation, on the day before the Ordinary Shareholders Meeting and, therefore, by 11:59 pm of 13 April 2018, according to the following procedure: 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 The signing of this form does not entail any expense to the delegating party If Delegating Party is a physical person Mr./Mrs...., (Name and surname of the subject entitled to the voting rights) born in..... on., resident in...., (city and address) Tax Code.., phone number (attach a photocopy of the delegating party's valid identity document) [alternatively] If Delegating party is a legal entity or other entity....., (company name of the legal entity entitled to the exercise of the voting rights) with offices in (city and address) Tax Code... phone number in the person of its temporary legal representative or attorney so empowered (attach the following documentation: photocopy of the certificate released by the Companies Registrar or of the special power of attorney or other act, proving the powers of representation of the subject signing the proxy in the name and on behalf of the legal entity/or other entity owner of the voting rights for the ordinary Shareholders Meeting on the date of 5 April 2015 (so- called record date relative to the ordinary Shareholders Meeting) in his/her position as:.. (holder of the shares, secured creditor, repurchaser, usufructuary, custodian, manager, legal representative or attorney with powers of sub-delegation, or other)

3 Data to be filled in at the delegating party's discretion: communication no. broker.... (reference of the communication supplied by the broker) - any identification codes... HAVING ACKNOWLEDGED the possibility that the proxy to the Promoter contains voting instructions even on only some of the issues and the resolutions on the agenda of the ordinary Shareholders Meeting; HAVING ACKNOWLEDGED that, pursuant to art. 138, paragraph 2, of Consob Regulation no /1999 (the Issuers Regulation ), the holders of voting rights that agree to the Solicitation have the right to confer instructions in contrast to the Promoter's proposal (the Promoter's Proposal or the Proposal ), and that the Promoter, in as far as it is the issuer of the shares for which it is asking for voting proxies, is required to exercise the vote throught the Delegated Representative - even if it does not reflect its own Proposal; HAVING READ the report of the Board of Directors of BPER on the issues on the agenda of the ordinary Shareholders Meeting and the resolution proposals contained therein; HAVING READ the Proxy Statement relative to the Solicitation, in relation to point 2) on the agenda of the Shareholders Meeting ( Appointment of 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 the Bank and published on 13 March 2018 as well as with regard to any possible conflicts of interest; DELEGATES the Promoter, and on its behalf Morrow Sodali S.p.A. in its capacity as Delegated Representative of the Promoter, with offices in Rome, via XXIV Maggio no. 43 or, each of the following substitutes indicated by the Delegated Representative, in relation to which, as far as the Bank is aware, none of the situations described under art. 135-decies of Italian Legislative Decree no. 58 of 24 February 1998 ( 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 Iolanda Casella, born in Salerno on 18/11/1982, Tax Code CSLLND82S58H703T to attend and vote at the Ordinary Shareholders Meeting of BPER on 14 April 2018, in accordance with the instructions provided below with reference to no.... ordinary BPER shares recorded on the securities account/s... held with... ABI CAB. (custodian broker) It should be recalled that, pursuant to art. 135-novies of the 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 A) RESOLUTIONS THAT ARE SUBJECT TO SOLICITATION (*) The Promoter intends to perform the Solicitation with reference to point 2) ( appointment of the Board of Directors for the three-year period ) of the agenda of the ordinary Shareholders Meeting.In particular the Promotor proposes voting in favour of List no. 1 of candidates for the appointment of 15 Directors presented by the Board of Directors of the Bank pursuant to art. 18, paragraph 6, of the Articles of Association and published on 13 March 2018.

4 Point 2) of the agenda issues a proxy to vote for list no. 1 presented by the BoD Appointment of the Board of Directorfor the three-year period issues a proxy to vote for list no. 2 Promoter s Proposal Vote in favour of List no. 1 presented by the Board of Directors ( BoD ) comprised of the following candidates issues a proxy to abstain from voting for all the lists 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. issues a proxy to vote against all the lists does not issue a proxy B) OTHER RESOLUTIONS (not subject to solicitation) (*) Point 1) on the agenda 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 favourable against abstained no proxy Point 3) on the agenda Appointment of the Board of Directors for the three-year period Proxy to vote for list n. (indicare la lista) against all the lists abstained for all the lists no proxy

5 Point 4) on the agenda Proposal of the Directors remuneration for 2018; related resolutions favourable against abstained no proxy Point 5) on the agenda Proposal of remuneration of the Board of Statutory Auditors for the three-year period ; related resolutions favourable against abstained no proxy Point 6) on the agenda Presentation of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 dated 24 February 1998, comprising the remuneration policies for 2018 of Gruppo BPER Banca S.p.A. and annual disclosure regarding implementation of remuneration policies for 2017; related resolutions favourable against abstained no proxy Point 7) on 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.; related resolutions favourable against abstained no proxy Point 8) on the agenda Proposal for approval of the regulations for Shareholders Meetings; related resolutions favourable against abstained no proxy It should be noted that in relation to Point 9) on the agenda ( 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 s Circular 263 of 27 December Audit ) no shareholders resolution is expected. In the event of unknown circumstances at the time of issue of the proxy the undersigned, with reference to Point 1) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED Point 2) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR VOTES for list no.... ABSTAINED for all the lists AGAINST ABSTAINED for all the lists

6 Point 3) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR VOTES for list no.... ABSTAINED for all the lists AGAINST ABSTAINED for all the lists Point 4) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED Point Point 5) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED Point 6) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED Point 7) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED Point 8) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED (1) If relevant circumstances intervene, unknown at the time of the proxy (1), that cannot be communicated to the delegating party, it is possible to choose between: a) confirmation of the voting instructions previously expressed; b) revocation of the instructions already given. Where no choice has been made the voting instructions conferred shall be considered confirmed. (*) Pursuant to art. 138, paragraph 6 of the Issuers Regulation, with regard to resolution proposals for which no voting instructions have been conferred, the shares are in any case calculated for the purpose of establishing the regularity of the shareholders meeting; the same shares shall not however be taken into consideration in order to calculate the majority and the share capital required for the approval of the resolutions. The undersigned (surname and name of the signatory only if different from the shareholder)...signs this Proxy Form in his/her capacity as (tick the appropriate box) holder of the securities secured creditor repurchaser usufructuary custodian manager legal representative or attorney with subdelegation powers DATE... SIGNATURE...

7 REGULATORY ANNEX Provisions of Italian Legislative Decree no. 58 of 24 February 1998 (TUF) Section II-ter Proxies Art novies (Representation at the shareholders meeting) 1. Any person with the right to vote may indicate one representative for each shareholders meeting, without prejudice to the right to specify one or more replacements. 2. As an exception to paragraph 1, any person with the right to vote may appoint a different representative for each account, used to record financial instrument transactions, valid where the communication envisaged in Article 83-sexies has been issued. 3. As a further exception to paragraph 1, if the person indicated as owner of the shares in the communication envisaged in Article 83-sexies acts alone or through registered trustees on behalf of his or her customers, the person in question may indicate others on whose behalf he/she acts, or one or more third parties indicated by such customers, as their representative. 4. If the proxy form envisages such an option, the proxy may arrange for personal substitution by another person of his or her choice, without prejudice to compliance with Article 135-decies, paragraph 3 and to the right of the person represented to indicate one or more substitutes. 5. In place of the original, the representative may deliver or transmit a copy of the proxy, also in electronic format, taking full responsibility for confirming the compliance of the proxy form with the original and the identity of the delegating party. The representative shall retain the original of the proxy form and keep track of any voting instructions received for a period of one year from closure of the shareholders meetings concerned. 6. The appointment may be made with a document in an electronic format with a digital signature in accordance with article 21, paragraph 2 of Italian Legislative Decree 82 of 7 March The companies specify in the Articles of Association at least one means of electronic notification of the proxy. 7. Paragraphs 1, 2, 3 and 4 shall also apply to cases of share transfer by proxy. 8. All of the above are without prejudice to the provisions of Article 2372 of the Italian Civil Code. As an exception to article 2372, second paragraph of the Italian Civil Code, asset management companies, SICAVs, harmonized management companies and non-eu parties providing collective investment management services may grant representation for more than one shareholders meeting. Art. 135-decies (Conflict of interest of the representative and substitutes) 1. Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution on which the representative is expected to vote on behalf of the shareholder. The representative shall have the burden of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second paragraph of the Italian Civil Code does not apply. 2. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute: a) has sole or joint control of the company, or is controlled or subject to joint control by that company; b) is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative; c) is a member of the board of directors or supervisory body of the company or of the persons indicated in paragraphs a) and b); d) is an employee or auditor of the company or of the persons indicated in paragraph a);

8 e) is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c); f) is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence. 3. Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, paragraph 1 shall apply. Disclosure obligations and the related burden of proof, in any event, remain with the representative. 4. This article shall also apply in cases of share transfer by proxy. Art. 135-undecies (Representative appointed by the company with listed shares..omissis Art. 135-duodecies (Cooperatives) omissis Section III Solicitation of proxies Art. 136 (Definitions) 1. For the purposes of this section, the following definitions shall apply: a) proxy, the means of representation conferred for the exercising of votes at shareholders meetings; b) solicitation, a request to more than two hundred shareholders for proxy to be conferred in relation to specific voting proposals, or accompanied by recommendations, statements or other indications capable of influencing the vote; c) promoter, the person or persons, including the issuer, acting in concert to promote the solicitation. Art. 137 (General provisions) 1. For the purposes of this section, Articles 135-novies and 135-decies shall apply to proxies. 2. Articles of Association that in any way limit representation in shareholders meetings shall not apply to proxies given pursuant to the provisions of this chapter. 3. The Articles of Association may contain rules aimed at facilitating voting by proxy by employee shareholders. 4. The provisions of this section shall not apply to cooperatives. 4-bis. The provisions of this section also apply to Italian companies with financial instruments other than shares admitted with the consent of the issuer to trading on regulated markets in Italy or other European Union Member States with regards to the conferral of representation to exercise voting rights in shareholders meetings by the owners of the said financial instruments. Art. 138 (Solicitation) 1. Solicitation is performed by the promoter through dissemination of a statement and a proxy form. 2. The vote relating to shares for which proxy is conferred is exercised by the promoter. The promoter may be substituted only by a person specifically indicated on the proxy form and in the solicitation statement. Art. 139

9 (Requirements for promoters) paragraph repealed by Italian Legislative Decree 27/2010 Art. 140 (Persons authorised to engage in solicitation) paragraph repealed by Italian Legislative Decree 27/2010 Art. 141 (Shareholders Agreements) Art. 142 (Proxies) 1. Proxies shall be signed by the givers, may be revoked and may be given only for one shareholders meeting that has already been called, remaining effective for subsequent calls where applicable; they may not be given blank and shall show the date, the name of the appointee and the voting instructions. 2. Proxy may also be conferred for only some of the voting proposals indicated on the proxy form or for only certain items on the agenda. The representative shall vote on behalf of the person conferring proxy also on items of the agenda for which he or she has received instructions, even if not included in the solicitation. Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders meeting. Art. 143 (Liability) 1. The information contained in the proxy statement or the proxy form and any sent out during a solicitation or collection of proxies must enable shareholders to make an informed decision; the promoter shall be liable as regards its suitability for this purpose. 2. The promoter shall be liable for the completeness of information sent out during a solicitation. 3. In actions for damages arising from violation of the provisions of this section and the related regulations, the burden of proof of having acted with the due diligence required shall be on the promoter. Art. 144 (Performance of solicitations and collections of proxies) 1. Consob shall issue a regulation on the transparency and correctness of solicitations and collections of proxies. In particular, the regulation shall lay down rules for: a) the content of proxy statements and proxy forms and the procedures for their distribution; b) the procedures for solicitation and the collection of proxies, and the conditions and procedures for casting proxy votes and revoking proxies; c) the forms of cooperation between the promoter and the persons possessing the information on the identity of shareholders in order to permit the performance of solicitations. 2. Consob may: a) request that the statement and proxy form include additional information to establish their specific dissemination methods; b) suspend solicitation activities in the event of a grounded suspicion of breach of the provisions of this section or prohibit it in the event of ascertained breach of said provisions; c) exercise the powers envisaged in Article 114, paragraph 5 and Article 115, paragraph 1 against the promoters. 3. paragraph repealed by Italian Legislative Decree 27/2010

10 4. In cases where the law envisages forms of control over investments in company share capital, a copy of the statement and proxy form must be sent to the competent supervisory authority prior to solicitation. The authorities shall prohibit any solicitation that compromises the purpose of the control of capital investments. Provisions of Consob Regulation no /1999 (Issuers Regulation) Chapter II Art. 135 (Definitions) For the purposes of this Chapter, the definitions of intermediary", "participant" and "last intermediary" established in Article 1 of the Regulations governing the central depository, settlement and guarantee systems and related management companies, as adopted by the Bank of Italy and Consob on 22 February 2008 and subsequently amended, apply. Art. 136 (Solicitation procedure) 1. Anyone intending to promote a proxy solicitation shall send a notice to the issuing company, which will promptly publish it on its website, to Consob, to the stock exchange company and to the central depository company. 2. The notice indicates: a) the identity of the promoter and the company issuing the shares for which the proxies are sought; b) the date of the shareholders meeting and the list of items on the agenda; c) how the proxy statement and the proxy form are published as well as the website that these documents are available on; d) the date beginning from which the party with the voting right may request the proxy statement and proxy form from the promoter or view it at the stock exchange operator; e) the proposals for which the solicitation is to be carried out. 3. The proxy statement and the proxy form, containing at least the information provided under the schedules in Annexes 5B and 5C, will be published through simultaneous sending to the issuing company, Consob, the stock exchange company and the central depository, and made promptly available on the website indicated by the promoter in accordance with sub-paragraph 2, letter c). This website may be the issuer s website if the issuer so agrees. The central depository will promptly inform the intermediaries of the availability of the proxy statement and the proxy form. 4. paragraph repealed through decision no / The promoter shall deliver the form along with the statement to whomever requests it. 6. Any change in the statement and form made necessary by circumstances that have arisen shall be immediately communicated with the procedures set forth in subsection Upon request from the promoter: a) the central depository shall communicate the identification details of the participating intermediaries in the accounts of which the issuing company shares are registered, in addition to the relative quantity of shares, electronically and within one business day of receiving the request; b) the intermediaries shall communicate receipt of the request, electronically and within three business days from receiving the request: - the identification details of the parties that have the voting rights, and that have not expressly prohibited communication of their details, in relation to which they operate as final intermediaries, in addition to the number of shares of the issuing company registered in the respective accounts;

11 - the identification details of the parties that have opened accounts as intermediaries and the quantity of shares of the issuing company respectively registered in said accounts; c) the issuing company will make the identification details of the shareholders and the other records on the shareholders register and the other disclosures received in accordance with the law or regulations available electronically and within three business days from receipt of the request. 8. Starting from when the notice provided under sub-paragraph 1 has been published, anyone who releases information that is pertinent to the solicitation shall simultaneously notify the stock exchange company and Consob, who may request publication of more details or clarifications. 9. The promoter will bear the solicitation-related costs. 10. The mere decision, by more than one party, to jointly promote a solicitation is irrelevant for the purposes of the duties provided under Article 122 of the Consolidated Law. Art. 137 (Conduct obligations) 1. The promoter will act with diligence, correctness and transparency. 2. In its contacts with the solicited parties, the promoter will refrain from carrying out its activity with persons who declare that they are not interested, provide comprehensible responses to requests for clarifications and explain the reasons for the solicitation, making clear in every case the implications resulting from business or shareholding relationships with it or persons belonging to its group, with the issuing company or entities belonging to its group. 3. If the promoter is different from the issuing company, it will note that, where expressly authorised by the solicited party, if significant events occur which were not known when the proxy was being issued, and could not be communicated to the solicited party, and it could be reasonably inferred that if this party had known these significant events it would have given its approval, the vote may be exercised differently from the way it was proposed. 4. The promoter will keep the results of the solicitation secret. 5. The promoter will announce how it voted with a press release, issued without delay in the manner indicated in Article 136, sub-paragraph 3, in addition to the reasons behind any vote exercised differently from what had been proposed in accordance with sub-paragraph 3, and the result of the voting. 6. In accordance with Article of the Consolidated Law, anyone who exercises the vote at shareholders meetings must also vote on behalf of the delegating party for matters on the agenda that the promoter has not made proposals on, in accordance with the wish expressed by the delegating party in the proxy form in accordance with Article The promoter may not acquire voting proxies in accordance with Article 2372 of the Italian Civil Code. Art. 138 (Conferring and revoking proxies) 1. For the conferral of the proxy, the subject with the voting right transmits to the promoter the delegation form, also as an electronic document signed digitally, in accordance with Article 21, subsection 2, of Italian Legislative Decree no. 82 of 7 March The promoter will decide whether to exercise the vote even in a way that does not reflect the actual proposal and will note this choice in the proxy statement. If the proxy solicitation has been promoted by the issuing company, it must exercise the vote, even if it does not reflect the actual proposals. 3. The party with voting rights who has given a full or partial proxy, may use the same proxy form to vote for the items on the agenda for which the promoter has not requested the proxy. The promoter may not make recommendations, declarations or give other indications which could influence the vote regarding these items. 4. In the cases provided under sub-paragraphs 2 and 3, the promoter, if different from the issuing company, may express, where expressly authorised by the delegating party, a different vote to the one indicated in the instructions if significant events should occur that were not known when issuing the proxy, and that could not be communicated to the delegating party, and it could be reasonably inferred that if the delegating party had known of these significant events it would have given its approval, or in the event of changes or additions to the proposed motions submitted to the shareholders meeting.

12 5. In the cases provided under sub-paragraph 4, the promoter will state at the meeting: a) the number of votes expressed differently from the instructions received, or, in the event of additions to the proposed motions submitted to the shareholders meeting, expressed without instructions, with respect to the total number of votes exercised, distinguishing between abstentions, votes against and votes in favour; b) the reasons behind the vote expressed differently from the instructions received or in the absence of instructions. 6. In the cases envisaged in sub-paragraphs 3 and 4, in relation to the proposals for motions for which voting instructions were not given and where authorisation was not provided to express a different vote to the one indicated in the instructions, the shares will in any case be used to calculate whether a quorum has been reached to form the shareholders meeting; however these shares will not be used in order to calculate majorities and the capital quota required to approve resolutions. 7. The proxy will be revoked by written statement, issued as prescribed by subsection 1, made known to the promoter at least the day before the shareholders meeting. Art. 139 (Interruption of the solicitation) 1. In the case of interruption, for any reason whatsoever, of the soliciting, the promoter shall disclose the same according to the procedures envisaged in Article 136, subsection Unless there is a provision to the contrary in the proxy statement, the promoter will exercise the vote pertaining to the shares that the proxy was given for prior to publication of the notice provided under sub-paragraph 1. This provision is not applied if the interruption of the soliciting is covered by Article 144, subsection 2, letter b), of the Consolidated Law on Finance.

13 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 ). Pag. 2 a 10

14 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

15 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

16 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. 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. 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. Pag. 5 a 10

17 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. 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 Pag. 6 a 10

18 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 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. Pag. 7 a 10

19 2. 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

20 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

21 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

22 Annex A FORM FOR THE SOLICITATION OF PROXIES BPER Banca S.p.A. (the Promoter, BPER, the Bank ), the Issuer or the Promoter through Morrow Sodali S.p.A. ( Morrow Sodali or the Delegated Representative ), intends to promote a solicitation of voting rights (the Solicitation ) with reference to the ordinary Shareholder s Meeting of BPER, called, on first call, for the 14th day of April 2018, at the Meeting premises of Modena Fiere, in Modena, main entrance on Viale Virgilio according to the procedures and terms set out in the notice of call published, also, on BPER s institutional website - Area Istituzionale -> Governance -> Organi sociali -> Assemblea dei Soci, on 28 February 2018 (the ordinary Shareholder s Meeting ) The proxy may always be revoked by means of a written statement brought to the attention of the Promoter, via the Delegated Representative for the Solicitation, on the day before the Ordinary Shareholders Meeting and, therefore, by 11:59 pm of 13 April 2018, according to the following procedure: 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 The signing of this form does not entail any expense to the delegating party If Delegating Party is a physical person Mr./Mrs...., (Name and surname of the subject entitled to the voting rights) born in..... on., resident in...., (city and address) Tax Code.., phone number (attach a photocopy of the delegating party's valid identity document) [alternatively] If Delegating party is a legal entity or other entity....., (company name of the legal entity entitled to the exercise of the voting rights) with offices in (city and address) Tax Code... phone number in the person of its temporary legal representative or attorney so empowered (attach the following documentation: photocopy of the certificate released by the Companies Registrar or of the special power of attorney or other act, proving the powers of representation of the subject signing the proxy in the name and on behalf of the legal entity/or other entity owner of the voting rights for the ordinary Shareholders Meeting on the date of 5 April 2015 (so- called record date relative to the ordinary Shareholders Meeting) in his/her position as:.. (holder of the shares, secured creditor, repurchaser, usufructuary, custodian, manager, legal representative or attorney with powers of sub-delegation, or other)

23 Data to be filled in at the delegating party's discretion: communication no. broker.... (reference of the communication supplied by the broker) - any identification codes... HAVING ACKNOWLEDGED the possibility that the proxy to the Promoter contains voting instructions even on only some of the issues and the resolutions on the agenda of the ordinary Shareholders Meeting; HAVING ACKNOWLEDGED that, pursuant to art. 138, paragraph 2, of Consob Regulation no /1999 (the Issuers Regulation ), the holders of voting rights that agree to the Solicitation have the right to confer instructions in contrast to the Promoter's proposal (the Promoter's Proposal or the Proposal ), and that the Promoter, in as far as it is the issuer of the shares for which it is asking for voting proxies, is required to exercise the vote throught the Delegated Representative - even if it does not reflect its own Proposal; HAVING READ the report of the Board of Directors of BPER on the issues on the agenda of the ordinary Shareholders Meeting and the resolution proposals contained therein; HAVING READ the Proxy Statement relative to the Solicitation, in relation to point 2) on the agenda of the Shareholders Meeting ( Appointment of 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 the Bank and published on 13 March 2018 as well as with regard to any possible conflicts of interest; DELEGATES the Promoter, and on its behalf Morrow Sodali S.p.A. in its capacity as Delegated Representative of the Promoter, with offices in Rome, via XXIV Maggio no. 43 or, each of the following substitutes indicated by the Delegated Representative, in relation to which, as far as the Bank is aware, none of the situations described under art. 135-decies of Italian Legislative Decree no. 58 of 24 February 1998 ( 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 Iolanda Casella, born in Salerno on 18/11/1982, Tax Code CSLLND82S58H703T to attend and vote at the Ordinary Shareholders Meeting of BPER on 14 April 2018, in accordance with the instructions provided below with reference to no.... ordinary BPER shares recorded on the securities account/s... held with... ABI CAB. (custodian broker) It should be recalled that, pursuant to art. 135-novies of the 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 A) RESOLUTIONS THAT ARE SUBJECT TO SOLICITATION (*) The Promoter intends to perform the Solicitation with reference to point 2) ( appointment of the Board of Directors for the three-year period ) of the agenda of the ordinary Shareholders Meeting.In particular the Promotor proposes voting in favour of List no. 1 of candidates for the appointment of 15 Directors presented by the Board of Directors of the Bank pursuant to art. 18, paragraph 6, of the Articles of Association and published on 13 March 2018.

24 Point 2) of the agenda issues a proxy to vote for list no. 1 presented by the BoD Appointment of the Board of Directorfor the three-year period issues a proxy to vote for list no. 2 Promoter s Proposal Vote in favour of List no. 1 presented by the Board of Directors ( BoD ) comprised of the following candidates issues a proxy to abstain from voting for all the lists 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. issues a proxy to vote against all the lists does not issue a proxy B) OTHER RESOLUTIONS (not subject to solicitation) (*) Point 1) on the agenda 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 favourable against abstained no proxy Point 3) on the agenda Appointment of the Board of Directors for the three-year period Proxy to vote for list n. (indicare la lista) against all the lists abstained for all the lists no proxy

25 Point 4) on the agenda Proposal of the Directors remuneration for 2018; related resolutions favourable against abstained no proxy Point 5) on the agenda Proposal of remuneration of the Board of Statutory Auditors for the three-year period ; related resolutions favourable against abstained no proxy Point 6) on the agenda Presentation of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 dated 24 February 1998, comprising the remuneration policies for 2018 of Gruppo BPER Banca S.p.A. and annual disclosure regarding implementation of remuneration policies for 2017; related resolutions favourable against abstained no proxy Point 7) on 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.; related resolutions favourable against abstained no proxy Point 8) on the agenda Proposal for approval of the regulations for Shareholders Meetings; related resolutions favourable against abstained no proxy It should be noted that in relation to Point 9) on the agenda ( 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 s Circular 263 of 27 December Audit ) no shareholders resolution is expected. In the event of unknown circumstances at the time of issue of the proxy the undersigned, with reference to Point 1) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED Point 2) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR VOTES for list no.... ABSTAINED for all the lists AGAINST ABSTAINED for all the lists

26 Point 3) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR VOTES for list no.... ABSTAINED for all the lists AGAINST ABSTAINED for all the lists Point 4) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED Point Point 5) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED Point 6) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED Point 7) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED Point 8) on the agenda of the ordinary Shareholders Meeting CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: IN FAVOUR AGAINST ABSTAINED (1) If relevant circumstances intervene, unknown at the time of the proxy (1), that cannot be communicated to the delegating party, it is possible to choose between: a) confirmation of the voting instructions previously expressed; b) revocation of the instructions already given. Where no choice has been made the voting instructions conferred shall be considered confirmed. (*) Pursuant to art. 138, paragraph 6 of the Issuers Regulation, with regard to resolution proposals for which no voting instructions have been conferred, the shares are in any case calculated for the purpose of establishing the regularity of the shareholders meeting; the same shares shall not however be taken into consideration in order to calculate the majority and the share capital required for the approval of the resolutions. The undersigned (surname and name of the signatory only if different from the shareholder)...signs this Proxy Form in his/her capacity as (tick the appropriate box) holder of the securities secured creditor repurchaser usufructuary custodian manager legal representative or attorney with subdelegation powers DATE... SIGNATURE...

27 REGULATORY ANNEX Provisions of Italian Legislative Decree no. 58 of 24 February 1998 (TUF) Section II-ter Proxies Art novies (Representation at the shareholders meeting) 1. Any person with the right to vote may indicate one representative for each shareholders meeting, without prejudice to the right to specify one or more replacements. 2. As an exception to paragraph 1, any person with the right to vote may appoint a different representative for each account, used to record financial instrument transactions, valid where the communication envisaged in Article 83-sexies has been issued. 3. As a further exception to paragraph 1, if the person indicated as owner of the shares in the communication envisaged in Article 83-sexies acts alone or through registered trustees on behalf of his or her customers, the person in question may indicate others on whose behalf he/she acts, or one or more third parties indicated by such customers, as their representative. 4. If the proxy form envisages such an option, the proxy may arrange for personal substitution by another person of his or her choice, without prejudice to compliance with Article 135-decies, paragraph 3 and to the right of the person represented to indicate one or more substitutes. 5. In place of the original, the representative may deliver or transmit a copy of the proxy, also in electronic format, taking full responsibility for confirming the compliance of the proxy form with the original and the identity of the delegating party. The representative shall retain the original of the proxy form and keep track of any voting instructions received for a period of one year from closure of the shareholders meetings concerned. 6. The appointment may be made with a document in an electronic format with a digital signature in accordance with article 21, paragraph 2 of Italian Legislative Decree 82 of 7 March The companies specify in the Articles of Association at least one means of electronic notification of the proxy. 7. Paragraphs 1, 2, 3 and 4 shall also apply to cases of share transfer by proxy. 8. All of the above are without prejudice to the provisions of Article 2372 of the Italian Civil Code. As an exception to article 2372, second paragraph of the Italian Civil Code, asset management companies, SICAVs, harmonized management companies and non-eu parties providing collective investment management services may grant representation for more than one shareholders meeting. Art. 135-decies (Conflict of interest of the representative and substitutes) 1. Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution on which the representative is expected to vote on behalf of the shareholder. The representative shall have the burden of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second paragraph of the Italian Civil Code does not apply. 2. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute: a) has sole or joint control of the company, or is controlled or subject to joint control by that company; b) is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative; c) is a member of the board of directors or supervisory body of the company or of the persons indicated in paragraphs a) and b); d) is an employee or auditor of the company or of the persons indicated in paragraph a);

28 e) is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c); f) is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence. 3. Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, paragraph 1 shall apply. Disclosure obligations and the related burden of proof, in any event, remain with the representative. 4. This article shall also apply in cases of share transfer by proxy. Art. 135-undecies (Representative appointed by the company with listed shares..omissis Art. 135-duodecies (Cooperatives) omissis Section III Solicitation of proxies Art. 136 (Definitions) 1. For the purposes of this section, the following definitions shall apply: a) proxy, the means of representation conferred for the exercising of votes at shareholders meetings; b) solicitation, a request to more than two hundred shareholders for proxy to be conferred in relation to specific voting proposals, or accompanied by recommendations, statements or other indications capable of influencing the vote; c) promoter, the person or persons, including the issuer, acting in concert to promote the solicitation. Art. 137 (General provisions) 1. For the purposes of this section, Articles 135-novies and 135-decies shall apply to proxies. 2. Articles of Association that in any way limit representation in shareholders meetings shall not apply to proxies given pursuant to the provisions of this chapter. 3. The Articles of Association may contain rules aimed at facilitating voting by proxy by employee shareholders. 4. The provisions of this section shall not apply to cooperatives. 4-bis. The provisions of this section also apply to Italian companies with financial instruments other than shares admitted with the consent of the issuer to trading on regulated markets in Italy or other European Union Member States with regards to the conferral of representation to exercise voting rights in shareholders meetings by the owners of the said financial instruments. Art. 138 (Solicitation) 1. Solicitation is performed by the promoter through dissemination of a statement and a proxy form. 2. The vote relating to shares for which proxy is conferred is exercised by the promoter. The promoter may be substituted only by a person specifically indicated on the proxy form and in the solicitation statement. Art. 139

29 (Requirements for promoters) paragraph repealed by Italian Legislative Decree 27/2010 Art. 140 (Persons authorised to engage in solicitation) paragraph repealed by Italian Legislative Decree 27/2010 Art. 141 (Shareholders Agreements) Art. 142 (Proxies) 1. Proxies shall be signed by the givers, may be revoked and may be given only for one shareholders meeting that has already been called, remaining effective for subsequent calls where applicable; they may not be given blank and shall show the date, the name of the appointee and the voting instructions. 2. Proxy may also be conferred for only some of the voting proposals indicated on the proxy form or for only certain items on the agenda. The representative shall vote on behalf of the person conferring proxy also on items of the agenda for which he or she has received instructions, even if not included in the solicitation. Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders meeting. Art. 143 (Liability) 1. The information contained in the proxy statement or the proxy form and any sent out during a solicitation or collection of proxies must enable shareholders to make an informed decision; the promoter shall be liable as regards its suitability for this purpose. 2. The promoter shall be liable for the completeness of information sent out during a solicitation. 3. In actions for damages arising from violation of the provisions of this section and the related regulations, the burden of proof of having acted with the due diligence required shall be on the promoter. Art. 144 (Performance of solicitations and collections of proxies) 1. Consob shall issue a regulation on the transparency and correctness of solicitations and collections of proxies. In particular, the regulation shall lay down rules for: a) the content of proxy statements and proxy forms and the procedures for their distribution; b) the procedures for solicitation and the collection of proxies, and the conditions and procedures for casting proxy votes and revoking proxies; c) the forms of cooperation between the promoter and the persons possessing the information on the identity of shareholders in order to permit the performance of solicitations. 2. Consob may: a) request that the statement and proxy form include additional information to establish their specific dissemination methods; b) suspend solicitation activities in the event of a grounded suspicion of breach of the provisions of this section or prohibit it in the event of ascertained breach of said provisions; c) exercise the powers envisaged in Article 114, paragraph 5 and Article 115, paragraph 1 against the promoters. 3. paragraph repealed by Italian Legislative Decree 27/2010

30 4. In cases where the law envisages forms of control over investments in company share capital, a copy of the statement and proxy form must be sent to the competent supervisory authority prior to solicitation. The authorities shall prohibit any solicitation that compromises the purpose of the control of capital investments. Provisions of Consob Regulation no /1999 (Issuers Regulation) Chapter II Art. 135 (Definitions) For the purposes of this Chapter, the definitions of intermediary", "participant" and "last intermediary" established in Article 1 of the Regulations governing the central depository, settlement and guarantee systems and related management companies, as adopted by the Bank of Italy and Consob on 22 February 2008 and subsequently amended, apply. Art. 136 (Solicitation procedure) 1. Anyone intending to promote a proxy solicitation shall send a notice to the issuing company, which will promptly publish it on its website, to Consob, to the stock exchange company and to the central depository company. 2. The notice indicates: a) the identity of the promoter and the company issuing the shares for which the proxies are sought; b) the date of the shareholders meeting and the list of items on the agenda; c) how the proxy statement and the proxy form are published as well as the website that these documents are available on; d) the date beginning from which the party with the voting right may request the proxy statement and proxy form from the promoter or view it at the stock exchange operator; e) the proposals for which the solicitation is to be carried out. 3. The proxy statement and the proxy form, containing at least the information provided under the schedules in Annexes 5B and 5C, will be published through simultaneous sending to the issuing company, Consob, the stock exchange company and the central depository, and made promptly available on the website indicated by the promoter in accordance with sub-paragraph 2, letter c). This website may be the issuer s website if the issuer so agrees. The central depository will promptly inform the intermediaries of the availability of the proxy statement and the proxy form. 4. paragraph repealed through decision no / The promoter shall deliver the form along with the statement to whomever requests it. 6. Any change in the statement and form made necessary by circumstances that have arisen shall be immediately communicated with the procedures set forth in subsection Upon request from the promoter: a) the central depository shall communicate the identification details of the participating intermediaries in the accounts of which the issuing company shares are registered, in addition to the relative quantity of shares, electronically and within one business day of receiving the request; b) the intermediaries shall communicate receipt of the request, electronically and within three business days from receiving the request: - the identification details of the parties that have the voting rights, and that have not expressly prohibited communication of their details, in relation to which they operate as final intermediaries, in addition to the number of shares of the issuing company registered in the respective accounts;

31 - the identification details of the parties that have opened accounts as intermediaries and the quantity of shares of the issuing company respectively registered in said accounts; c) the issuing company will make the identification details of the shareholders and the other records on the shareholders register and the other disclosures received in accordance with the law or regulations available electronically and within three business days from receipt of the request. 8. Starting from when the notice provided under sub-paragraph 1 has been published, anyone who releases information that is pertinent to the solicitation shall simultaneously notify the stock exchange company and Consob, who may request publication of more details or clarifications. 9. The promoter will bear the solicitation-related costs. 10. The mere decision, by more than one party, to jointly promote a solicitation is irrelevant for the purposes of the duties provided under Article 122 of the Consolidated Law. Art. 137 (Conduct obligations) 1. The promoter will act with diligence, correctness and transparency. 2. In its contacts with the solicited parties, the promoter will refrain from carrying out its activity with persons who declare that they are not interested, provide comprehensible responses to requests for clarifications and explain the reasons for the solicitation, making clear in every case the implications resulting from business or shareholding relationships with it or persons belonging to its group, with the issuing company or entities belonging to its group. 3. If the promoter is different from the issuing company, it will note that, where expressly authorised by the solicited party, if significant events occur which were not known when the proxy was being issued, and could not be communicated to the solicited party, and it could be reasonably inferred that if this party had known these significant events it would have given its approval, the vote may be exercised differently from the way it was proposed. 4. The promoter will keep the results of the solicitation secret. 5. The promoter will announce how it voted with a press release, issued without delay in the manner indicated in Article 136, sub-paragraph 3, in addition to the reasons behind any vote exercised differently from what had been proposed in accordance with sub-paragraph 3, and the result of the voting. 6. In accordance with Article of the Consolidated Law, anyone who exercises the vote at shareholders meetings must also vote on behalf of the delegating party for matters on the agenda that the promoter has not made proposals on, in accordance with the wish expressed by the delegating party in the proxy form in accordance with Article The promoter may not acquire voting proxies in accordance with Article 2372 of the Italian Civil Code. Art. 138 (Conferring and revoking proxies) 1. For the conferral of the proxy, the subject with the voting right transmits to the promoter the delegation form, also as an electronic document signed digitally, in accordance with Article 21, subsection 2, of Italian Legislative Decree no. 82 of 7 March The promoter will decide whether to exercise the vote even in a way that does not reflect the actual proposal and will note this choice in the proxy statement. If the proxy solicitation has been promoted by the issuing company, it must exercise the vote, even if it does not reflect the actual proposals. 3. The party with voting rights who has given a full or partial proxy, may use the same proxy form to vote for the items on the agenda for which the promoter has not requested the proxy. The promoter may not make recommendations, declarations or give other indications which could influence the vote regarding these items. 4. In the cases provided under sub-paragraphs 2 and 3, the promoter, if different from the issuing company, may express, where expressly authorised by the delegating party, a different vote to the one indicated in the instructions if significant events should occur that were not known when issuing the proxy, and that could not be communicated to the delegating party, and it could be reasonably inferred that if the delegating party had known of these significant events it would have given its approval, or in the event of changes or additions to the proposed motions submitted to the shareholders meeting.

32 5. In the cases provided under sub-paragraph 4, the promoter will state at the meeting: a) the number of votes expressed differently from the instructions received, or, in the event of additions to the proposed motions submitted to the shareholders meeting, expressed without instructions, with respect to the total number of votes exercised, distinguishing between abstentions, votes against and votes in favour; b) the reasons behind the vote expressed differently from the instructions received or in the absence of instructions. 6. In the cases envisaged in sub-paragraphs 3 and 4, in relation to the proposals for motions for which voting instructions were not given and where authorisation was not provided to express a different vote to the one indicated in the instructions, the shares will in any case be used to calculate whether a quorum has been reached to form the shareholders meeting; however these shares will not be used in order to calculate majorities and the capital quota required to approve resolutions. 7. The proxy will be revoked by written statement, issued as prescribed by subsection 1, made known to the promoter at least the day before the shareholders meeting. Art. 139 (Interruption of the solicitation) 1. In the case of interruption, for any reason whatsoever, of the soliciting, the promoter shall disclose the same according to the procedures envisaged in Article 136, subsection Unless there is a provision to the contrary in the proxy statement, the promoter will exercise the vote pertaining to the shares that the proxy was given for prior to publication of the notice provided under sub-paragraph 1. This provision is not applied if the interruption of the soliciting is covered by Article 144, subsection 2, letter b), of the Consolidated Law on Finance.

33 Annex B Ordinary Shareholders Meeting of 14 April 2018 Report on point 2) of the agenda Appointment of the Board of Directors for the three-year period BPER Banca S.p.A, head office in Modena, via San Carlo, 8/20 -Tax Code, VAT number and Modena Companies Register no Share capital Euro 1,443,925,305 ABI Code Register of Banks no 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 Tel Telefax bpergroup@bper.it - Certified (PEC): bper@pec.gruppobper.it - This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

34 BPER Banca S.p.A. Ordinary Shareholders Meeting 14 April 2018 Report as per art. 125-ter CFA Point 2) of the agenda Appointment of the Board of Directors for the three-year period Shareholders, *** with reference to point 2) of the agenda of the Ordinary Shareholders Meeting, the Bank s Board of Directors of BPER Banca has called you to vote on the appointment of 15 (fifteen) Directors by means of voting lists, pursuant to art. 17, paragraph 1, of the Articles of Association. Art. 17, paragraphs 2 and 3, of the Articles of Association provide that the members of the Board of Directors remain in office for three years, that their mandate expires on the date of the Meeting called to approve the financial statements for the last year of their appointment, and that they can be re-elected. Furthermore, pursuant to paragraph 3 of art. 17, the composition of the Board of Directors must ensure gender balance in accordance with current regulations. Given the above, the following Directors have completed their term of office: - Luigi Odorici (Chairman), - Alberto Marri (Deputy Chairman), - Giosuè Boldrini (Deputy Chairman), - Alessandro Vandelli (Chief Executive Officer), - Mara Bernardini (independent member), - Ettore Caselli, - Pietro Cassani, - Pietro Ferrari, - Alfonso Roberto Galante (independent member), - Elisabetta Gualandri (independent member), - Costanzo Jannotti Pecci, - Roberto Marotta (independent member), - Roberta Marracino (independent member), - Valeriana Maria Masperi (independent member), - Valeria Venturelli (independent member). As regards the manner in which Shareholders should present their lists for the election of the Board of Directors, reference should be made to art. 18 of the Articles of Association, as well as to the Instructions included in the notice of calling of the Shareholders Meeting. You are reminded that the Board of Directors may submit a list of candidates pursuant to art. 18, paragraph 8, of the Articles of Association. The submission of a list by the Board of Directors is subject to regulations that are similar to those for the submission of lists by Shareholders, with some specific features as shown below: a) the list submitted by the Board must indicate a number of candidates equal to the number of Directors to be elected; This is a translation into English of the original in Italian. The Italian text shall prevail over the English version. Pag. 2 a 3

35 b) the list must be filed and made public at least 5 days before the deadline for filing lists by Shareholders under current regulations; c) presentation of the list must be approved by the Board of Directors by an absolute majority of its members currently in office. The lists deposited and admitted shall be made available to the public at the Bank s registered office and on its website Area Istituzionale > Governance > Corporate Bodies > Shareholders Meeting, as well as on the websites of the stock exchange management company Borsa Italiana S.p.A. and of the authorized storage device managed by Computershare S.p.A. within the deadlines envisaged by current law and the Articles of Association. With reference to the choice of candidates, Shareholders are invited to take account of the document "Optimal Qualitative and Quantitative Composition of the Board of Directors" (which also contains an indication of the parameters for assessing the Independence Requirements defined by the Board of Directors pursuant to art. 21, paragraph 2, of the Articles of Association), approved by the Board of Directors in compliance with the Supervisory regulations for banks Circular no. 285 of 17 December 2013, Part One, Title IV, Chapter 1, Section IV, Par. 2.1 on matters pertaining to the organization and corporate governance of banks, published on the Bank s website Area Istituzionale > Governance > Corporate Bodies > Shareholders Meeting. Shareholders have the right to carry out their own assessments of the optimal composition of the corporate bodies and to submit nominations accordingly, giving the reasons for any differences with respect to the Board s analysis. The appointment of the members of the Board of Directors is governed by art. 19 of the Articles of Association. Modena, 28 February 2018 BPER Banca S.p.A. The Chairman Luigi Odorici This is a translation into English of the original in Italian. The Italian text shall prevail over the English version. Pag. 3 a 3

36 ORDINARY SHAREHOLDERS MEETING 14 APRIL 2018 PUBLICATION, PURSUANT TO ART. 144-OCTIES OF CONSOB REGULATION 11971/99, OF THE LIST PRESENTED BY THE BOARD OF DIRECTORS FOR THE APPOINTMENT OF 15 DIRECTORS LIST PRESENTED Modena 13 March The Board of Directors of BPER Banca S.p.A. (B.o.D.) with reference to point 2) of the agenda of the Ordinary Shareholders Meeting of the Company, convened on 14 April 2018, concerning the appointment of 15 Directors for the three-year period , has exercised the option of presenting a list of candidates, pursuant to art. 18, paragraph 8, of the Articles of Association in force. The list has been recorded in a specific Register, numbered in chronological order indicating the day and hour-minute it was filed. The list met the eligibility requirements provided for in regulations and in the Articles of Association. INFORMATION EX ART. 144-OCTIES OF CONSOB REGOLUTION 11971/99 a) the names of the candidates who have declared to be in possession of the independence requirements established by art. 147-ter, paragraph 4, of Legislative Decree 58 of 24 February 1998 (Consolidated Finance Act - CFA) 1 ; b) copy of the information on the personal and professional characteristics of each candidate, filed together with the list; c) list of the sponsors; d) the percentage of the Bank s share capital jointly held by the sponsors. 1 Paragraph 4 of art.147-ter refers to art. 148, paragraph 3 of the same CFA, in relation to the composition of the control bodies. This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

37 APPOINTMENT OF 15 MEMBERS OF THE B.o.D. LIST N 1 Filed at the registered office of BPER on 13 March 2018 at 18:22 1) Mr. ALESSANDRO VANDELLI - born in Modena (MO) on 23/02/1959 2) Mr. RICCARDO BARBIERI - born in Cagliari (CA) on 31/01/1964 3) Mr. MASSIMO BELCREDI - born in Brindisi (BR) on 24/02/1962 4) Ms. MARA BERNARDINI - born in Modena (MO) on 09/10/1957 5) Mr. LUCIANO FILIPPO CAMAGNI - born in Erba (CO) on 31/08/1955 6) Mr. GIUSEPPE CAPPONCELLI - born in San Giovanni in Persiceto (BO) on 18/05/1957 7) Mr. PIETRO FERRARI - born in Modena (MO) on 10/10/1955 8) Ms. ELISABETTA GUALANDRI - born in Modena (MO) on 12/06/1955 9) Ms. ORNELLA RITA LUCIA MORO - born in Somma Lombardo (VA) on 04/07/ ) Mr. MARIO NOERA - born in Somma Lombardo (VA) on 30/03/ ) Ms. ROSSELLA SCHIAVINI - born in Gallarate (VA) on 08/05/ ) Ms. VALERIA VENTURELLI - born in Castelfranco Emilia (MO) on 08/09/ ) Mr. COSTANZO JANNOTTI PECCI - born in Bacoli (NA) on 01/09/ ) Ms. VALERIANA MARIA MASPERI - born in Argenta (FE) on 04/11/ ) Mr. ROBERTO MAROTTA - born in L Aquila (AQ) on 06/03/1948 This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

38 a) candidates who have declared that they are in possession of the independence requirements established by art. 147-ter, paragraph 4, of the CFA - Mr. Massimo Belcredi; - Ms. Mara Bernardini; - Mr. Luciano Filippo Camagni; - Mr. Giuseppe Capponcelli; - Ms. Elisabetta Gualandri; - Ms. Ornella Rita Lucia Moro; - Mr. Mario Noera; - Ms. Rossella Schiavini; - Ms. Valeria Venturelli; - Ms. Valeriana Maria Masperi; - Mr. Roberto Marotta. b) information related to the personal and professional characteristics of each candidate: This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

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40 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società BPER Banca S.p.A. Carica Amministratore Delegato BPER Services S.c.p.A. Gruppo BPER BPER Credit Management S.c.p.A. Gruppo BPER FITD - Fondo Interbancario di Tutela dei Depositi ABI - Associazione Bancaria Italiana Federazione delle Banche, delle Assicurazioni e della Finanza (FeBAF) Unione Fiduciaria S.p.A. Consigliere Consigliere Consigliere Consigliere Membro del Comitato Esecutivo Consigliere Vice Presidente

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45 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Banco di Sardegna S.p.A. Gruppo BPER Sfirs S.p.A. Carica Consigliere Componente CCR Consigliere con delega Fidicoop Sardegna s.c. Direttore Generale

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54 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Carica Erg S.p.A Consigliere Presidente Comitato Controllo e Rischi Gedi S.p.A. Consigliere Membro Comitati

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66 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Carica Consigliere BPER Banca S.p.A. Componente Comitato per le Nomine Componente Comitato per le Remunerazioni Atriké S.p.A. Presidente Way S.a.S. Amministratore Unico

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72 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Map S.r.l. Carica Consigliere

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79 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Nexi S.p.A. Carica Vice Presidente Oasi S.p.A. Consigliere Hi MTF SIM S.p.A. Vice Presidente Unione Fiduciaria Consigliere

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84 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Carica BPER Banca S.p.A. Consigliere Componente Comitato Esecutivo Ing. Ferrari S.p.A. Presidente Confindustria Emilia Romagna Presidente Sesamo S.p.A. Consigliere Faber S.r.l. Confindustria Modena Confindustria Amministratore Unico Membro del Consiglio Direttivo (Past President) Membro del Consiglio Generale Membro del Gruppo Tecnico Credito e Finanza

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93 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società BPER Banca S.p.A. Carica Consigliere IGD SIIQ S.p.A. Consigliere ABIServizi S.p.A. Consigliere MAT3D S.r.l. Incubatore Knowbel del Tecnopolo di Modena presso Unione Terre dei Castelli Commissione Europea Horizon 2020 Access To Risk Finance Softech-ICT (centro di ricerca industriale) Consigliere Membro del Comitato tecnico scientifico Advisor Vice Direttore

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99 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Sasso Blu S.r.l. Carica Consigliere

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109 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Mario Noera & Partners S.r.l. Carica Amministratore Unico

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114 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Marr S.p.A. Carica Consigliere

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124 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Carica Consigliere BPER Banca S.p.A. Componente Comitato Controllo e Rischi Componente Comitato Amministratori Indipendenti

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129 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Carica BPER Banca S.p.A. Consigliere Componente Comitato per le Remunerazioni Impresa A. Minieri S.p.A. Amministratore Delegato Jal S.r.l. Presidente Terme Lucane S.r.l. Presidente Federterme Servizi S.r.l. Consigliere Gestur S.p.A. Amministratore Unico Immobiliare Ponticelli S.r.l. Amministratore Unico Opicia Sinus S.r.l. Amministratore Unico Palazzo Caracciolo S.p.A. Amministratore Unico Società Industrie Termali e Turistiche S.r.l. (SITER) Jannotti Pecci Francesca ditta individuale Amministratore Unico Procuratore generale

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133 ELENCO DEGLI INCARICHI DI AMMINISTRAZIONE E CONTROLLO RICOPERTI Società Carica Consigliere BPER Banca S.p.A. Componente Comitato Controllo e Rischi Presidente Comitato per le Nomine Presidente Organismo di Vigilanza ex D.Lgs 231/01

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