Draft terms of the corporate merger transaction through absorption of Nuova Carife into BPER Banca

Notice is hereby given that – following the authorization released by the competent Supervisory Authorities – on 18 September 2017 the Draft Terms of the Merger through absorption of Nuova Cassa di Risparmio di Ferrara S.p.A. (“Nuova CARIFE” or “Company To Be Merged”) into BPER Banca S.p.A. (“BPER Banca” or the “Merging Company”) have been filed and registered with the Companies’ Register in Modena.

This merger transaction shall be subject – pursuant to Article 2505, paragraph 2, of the Italian Civil Code and in accordance with Article 27 of BPER Banca current Articles of Association – to approval by its Board of Directors without prejudice to the right of BPER Banca shareholders representing at least 5% out of the corporate capital to require - pursuant to Article 2505, paragraph 3, of the Italian Civil Code – that the merging Company’s resolution on the merger transaction fall within the Shareholders’ Meeting authority as per Article 2502, paragraph 1, of the Italian Civil Code.

It should be noted that BPER Banca share capital - fully paid-in and subscribed - is equal to Euro 1,443,925,305.00, represented by 481,308,435 shares with no par value.

Those BPER Banca shareholders willing to exercise such right shall submit - by 26 September 2017 - a specific application along with a declaration evidencing their share ownership either by registered mail with return receipt to be sent to BPER Banca S.p.A. – Servizio Segreteria Generale - via San Carlo 8/20 – 41121 Modena, or by certified e-mail to the following address: serviziosegreteriagenerale@pec.gruppobper.it.