Merger of Unipol Banca – notice to shareholders and publishing of documents

Notice is hereby given that – following the authorization granted by the competent Supervisory Authority – on 25 September 2019 the Draft Terms of the Merger through absorption of Unipol Banca S.p.A. 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 the current Articles of Association – to approval by the Board of Directors of the Merging Company 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.