Challenge of resolutions adopted by the Shareholders’ meeting of Banca Carige S.p.A. on 15 June 2022

BPER Banca informs that, as already communicated by its subsidiary Banca Carige S.p.A. (“Carige”), the latter was notified of the decree dated 25 July 2022, whereby the Court of Genoa – pursuant to Article 2378, paragraph 3, of the Italian Civil Code – ordered the suspension of the execution of the resolutions appointing the Board of Directors and waiving the liability actions against two former Directors, which were adopted by Carige’s Ordinary Shareholders’ Meeting on 15 June 2022. The decree of the Court of Genoa was adopted inaudita altera parte upon appeal by Carige’s shareholder Malacalza Investimenti S.r.l., which Carige had announced in a press release on 11 July 2022. The hearing for the confirmation, modification or revocation of the decree, as it stands, is set for 9 August 2022 at 11 a.m.

Carige and BPER Banca – the latter including in its capacity as the majority shareholder casting its vote at the aforementioned Shareholders’ Meeting – reaffirm the legitimacy of the resolutions adopted by the Shareholders and are considering the actions to be taken on this matter.

In view of the above, BPER Banca reserves the right to make further announcements regarding the timing of the approval of the proposed merger by absorption of Carige into BPER Banca S.p.A. and, possibly, of the half-year financial report as at 30 June 2022