Filing of resolution transformation into joint-stock company. Methods and terms right of withdrawal

On 28 November 2016 (“Registration Date”) the resolution of the Extraordinary Shareholders’ Meeting held on 26 November 2016, at second calling (“Shareholders’ Meeting”) approving the transformation of Banca popolare dell’Emilia Romagna società cooperativa (“BPER Banca” or “Bank”) in BPER Banca S.p.A. (the “Transformation”) was filed in the Modena Companies Register.
The minutes of the Shareholders’ Meeting and the updated version of the Articles of Association   shall be  made available –within the terms prescribed by law- at the company’s registered office, at Borsa Italiana S.p.A. and published on the Bank’s website www.bper.it – Governance – Corporate Bodies – Shareholders’ Meeting section.
Shareholders and Members of BPER Banca (hereinafter collectively referred to as “Shareholders” or individually as the “Shareholder”) who did not take part in the resolutions concerning the Transformation (those who voted against, those who abstained or those who were absent) (collectively referred to as “Eligible Shareholders” or individually as “Eligible Shareholder”) are entitled to exercise the right of withdrawal pursuant to art. 2437, paragraph 1, lett. b) of the Italian Civil Code (the “Right of Withdrawal”).
The Declaration of Withdrawal can be exercised by each Eligible Shareholder, for all or part of the shares held, further to art. 2437-bis of the Italian Civil Code, through a recorded delivery letter with advice of receipt (the “Declaration of Withdrawal”) which must be sent within fifteen calendar days from the Registration Date and therefore no later than 13 December 2016.