BPER Banca S p A : Guidelines for Shareholders on the qualitative and quantitative Composition of the Board of Statutory Auditors

Guidelines for Shareholders on the

Qualitative and Quantitative Composition of

the Board of Statutory Auditors

March 2021

This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

INTRODUCTION AND ROLE OF THE BOARD OF STATUTORY AUDITORS OF BPER

The composition of the corporate bodies is of central importance for the effective performance of the tasks entrusted to them by law, by the Supervisory Authorities and by the Articles of Association (as defined below). In view of each renewal of the control body, art. 12 of the Ministry of the Economy and Finance Decree (as defined below) requires each body

• in this case both the Board of Directors and the Board of Statutory Auditors - to identify in advance its own optimal composition in terms of quality and quantity.

Specifically, art. 11 of the MEF Decree provides that the composition of the administration and control bodies should be adequately diversified, in order to: (i) encourage discussion and debate within the bodies; (ii) favour the emergence of a variety of approaches and perspectives when analysing issues and making decisions; (iii) effectively support the processes of strategy development, management of activities and risks, and control over the work of senior management; (iv) take into account the multiple interests that contribute to the sound and prudent management of the Bank.

Preparation of this qualitative and quantitative profile must be the result of an in-depth and formal examination. The results of these analyses must be brought to the attention of the shareholders in good time so that the choice of candidates to be presented can take into account the professional skills that are required.

For the above purposes, this document contains the guidelines that the expiring Board of Statutory Auditors of BPER S.p.A. (hereinafter also "BPER" or the "Bank") makes available to the shareholders, in order to facilitate the process of defining the best proposals for the quantitative and qualitative composition of the Bank's new Board of Statutory Auditors, which will be presented by the shareholders at the next Shareholders' Meeting (the "Guidelines").

Pursuant to art. 34 of BPER's Articles of Association (the "Articles of Association"), the Board of Statutory Auditors oversees compliance with the rules laid down in the law, regulations and the articles of association, compliance with the principles of good administration, the adequacy of the organisational and accounting structures and correct functioning of the internal control system as a whole; it verifies that the personnel involved in the control system operate effectively and are coordinated properly, reporting any weaknesses or irregularities and requesting suitable corrective action; it monitors the adequacy of the risk management and control system; it exercises such other functions and powers provided by law as well as the duties and functions that the provisions of the Bank of Italy and other Supervisory Authorities assign to the body that has the control function.

Furthermore, BPER's Board of Statutory Auditors, also in the guise of "Internal Control and Audit Committee" pursuant to Legislative Decree 39/2010, is called upon to carry out monitoring and supervision activities, in particular:

• on the observance of the rules laid down in the law, regulations and the articles of association, on respect for the principles of good administration;
• on the adequacy of the organisational, administrative and accounting structure adopted by the Bank and the adequacy of the financial reporting process;

This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

• the functioning and reliability of the internal control system and of the Risk Appetite Framework;
• on the adequacy of all of the functions involved in the control system and their adequate coordination;
• on the audit of the separate and consolidated financial statements, as well as on the independence of the audit firm, particularly as regards the provision of non-audit services.

The applicable national and European regulations, including soft law, are summarised below:

• art. 148 of Legislative Decree 58 of 24 February 1998, the Consolidated Finance Act (CFA);
• art. 26 of Legislative Decree 385 of 1 September 1993, the Consolidated Banking Act (CBA);
• art. 36 of Legislative Decree 201 of 6 December 2011 '' Urgent provisions for growth, equity and the consolidation of public accounts", converted with amendments by Law 214 of 22 December 2011, "Interlocking Directorships", as well as "Criteria for the application of art. 36 of the "Salva Italia" decree ("Ban on Interlocking Directorships"), published by the Bank of Italy, Consob and ISVAP on 20 April 2012, subsequently updated on 21 December 2018;
• Decree of the Minister of Economy and Finance 169 of 23 November 2020, in force from 30 December 2020, containing the "Regulation on the requirements and eligibility criteria for the performance of the office of corporate officers of banks, financial intermediaries, credit guarantee consortia, electronic money institutions, payment institutions and depositor guarantee schemes" (MEF Decree);
• Part I, Title IV, Chapter 1, Section IV (Composition and nomination of corporate bodies) of the Bank of Italy Circular 285 of 17 December 2013 (Supervisory Provisions);
• Corporate Governance Code for Listed Companies, approved by the Corporate Governance Committee of Borsa Italiana S.p.A. on 31 January 2020 and applicable, for companies that adopt it, from the first financial year starting after 31 December 2020, with correlated information to be given to the market in the corporate governance report to be published in 2022 (Corporate Governance Code);
• Regulation adopted by Consob with Resolution 11971 of 14 May 1999 and subsequent amendments (Issuers' Regulation);
• Regulation adopted by Consob with Resolution 20249 of 28 December 2017 and subsequent amendments;
• Directive 2013/36/EU of the European Parliament and Council of 26 June 2013, on access to the business of credit institutions and on the prudential supervision of credit institutions and investment firms and Regulation (EU) 575/2013 of the European Parliament and Council of 26 June 2013 relating to prudential requirements for credit

This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

institutions and investment firms, as subsequently supplemented and amended;

• "Guide to the verification of the requirements of professionalism and integrity" of the European Central Bank of 15 May 2017, last updated in May 2018;
• "Guidelines on internal governance" of the European Banking Authority of 21 March 2018;
• "Joint ESMA and EBA Guidelines on the assessment of the suitability of members of the management body and key function holders under Directive 2013/36/EU and
  Directive 2014/65/EU" of 21 March 2018.

1. ASSESSMENTS OF THE COMPOSITION OF BPER'S BOARD OF STATUTORY AUDITORS WITH REGARD TO THE QUALITATIVE AND QUANTITATIVE COMPOSITION OF ITS CONTROL BODY

With the approval of the financial statements at 31 December 2020, the mandate of the Board of Statutory Auditors of BPER expires. It was appointed on 14 April 2018 together with the Board of Directors and the shareholders will therefore be called upon to vote on the appointment of new statutory auditors at the next Shareholders' Meeting.

You are reminded that on 29 January 2021 the Company's Extraordinary Shareholders' Meeting approved the amendments to the Articles of Association relating to the governance structure of the Bank and concerning, inter alia, (i) the reduction in the number of Statutory Auditors from 5 to 3, and (ii) the methods for appointing the Board of Statutory Auditors.

In light of the above, as well as what was mentioned in the introduction, the Bank's Board of Statutory Auditors is called upon to identify the qualitative and quantitative profile for the optimal composition of this body, taking into account that the professionalism of the statutory auditors must be adequate for the tasks that they are called upon to perform as part of that body, also in consideration of the size and operational complexity of the Bank and the challenges that it will be called upon to face in the future.

In preparing this profile, the experience gained during the mandate with regard to the control body's methods of functioning was also taken into consideration.

This document is therefore made available to the shareholders in good time, so that they can take it into account when choosing candidates.

1.1 Quantitative composition of the control body

As mentioned previously, art. 30 paragraph 1 of BPER's Articles of Association provides that the Board of Statutory Auditors should be made up of 3 Acting Auditors, including the Chairman, and 2 Alternate Auditors.

1.2 Qualitative composition of the control body

The members of the Board of Statutory Auditors must be suitable for the performance of their duties, in accordance with the provisions of current law and the Articles of Association. In particular, they have to meet the regulatory requirements of professionalism, integrity and independence, they must act with independence of mind and awareness of the rights and duties inherent to the assignment, they must satisfy the criteria of competence, correctness and availability of time to carry out the office, as well as the specific limits on the accumulation of

This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

offices prescribed by current legislation.

In this regard, the Board of Statutory Auditors deems it necessary to underline the importance of:

• ensuring also for the future a balanced combination of profiles and experience within the control body;
• giving preference to profiles that can ensure the best possible performance by the Statutory Auditors;
• recognising the availability of time and resources as a key component for effective performance of the Statutory Auditors' role, taking into account participation at their own meetings and those of the other corporate bodies, including the internal board committees, to which they are required or invited to attend in accordance with the law and internal regulations of the Bank;
• promoting diversity requirements that take into account professional experience, gender balance and seniority distribution, also in terms of demographic diversification.

1.3 Individual requirements of integrity and criteria of correctness

All candidates for appointment as a member of the Board of Statutory Auditors must ensure compliance with the requirements of integrity, in accordance with the regulations applicable at the time. In particular, they must satisfy the requirements of integrity foreseen in art. 3 of the MEF Decree.

In addition to meeting the above requirements of integrity and without prejudice to the recurrence of these requirements, lacking which in itself results in forfeiture of the office, candidates must also satisfy the criteria of correctness in previous personal and professional conduct, in accordance with the provisions of art. 4 of the MEF Decree.

The situations indicated in art. 4 of the MEF Decree will not automatically lead to the candidate not being considered suitable, but will require an evaluation - based on one or more of the parameters indicated in art. 5 of the MEF Decree - by the Board, carried out with regard to the principles of sound and prudent management, while also safeguarding the Bank's reputation and trust on the part of the general public.

The criteria of correctness will not be satisfied if one or more of the situations mentioned in art. 4 of the MEF Decree delineates a serious, precise and consistent picture of conduct that is inconsistent with the objectives indicated in paragraph 1 of that article.

1.4 Requirements of professionalism

All candidates for office as a member of the Board of Statutory Auditors must satisfy the requirements of professionalism foreseen in current regulations (i.e. art. 26 of the CBA and art. 9 of the MEF Decree). In particular:

• pursuant to art. 9, paragraph 1, of the MEF Decree, at least one of the Statutory Auditors, if they are three in number, and at least one of the Alternate Auditors are to be chosen from among those enrolled in the official register of auditors with at least three years' experience of auditing.
• pursuant to art. 9, paragraph 2 of the MEF Decree, the other members of the Board of

This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.