Remuneration scheme based on financial instruments to be submitted to the next Shareholders’ Meeting approval

Following the activities performed by the Remuneration Committee, the Board of Directors of BPER Banca, Parent Company of the BPER Banca Banking Group, has decided to submit the following items to the next Shareholders’ Meeting:

• presentation of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 dated 24 February 1998, comprising the remuneration policies for 2019 of the BPER Group and annual disclosure regarding implementation of remuneration policies in 2018;

• the remuneration plan pursuant to art. 114-bis of Legislative Decree 58 dated 24 February 1998, implementing the remuneration policies for 2019 of the BPER Group.

With reference to these decisions, the following is an explanation of the key elements of the proposed share-based compensation scheme (the "Scheme”).