BPER Banca S p A : Integration of the Notice of call of Ordinary Shareholders' Meeting

INTEGRATION OF NOTICE OF CALLING OF ORDINARY SHAREHOLDERS' MEETING

Reference is made to the Ordinary Shareholders' Meeting of BPER Banca S.p.A. convened, with notice of calling published on 13 May 2021 on BPER Banca's website www.bper.it - Sito Istituzionale > Governance > Shareholders' Meeting and by extract in the daily newspaper "Il Corriere della Sera", on Thursday 23 June 2021 at 09:00 a.m., at a single calling, in the meeting rooms of the "BPER Forum Monzani" in Via Aristotele 33, Modena.

We inform you that the Board of Directors, on 20 May 2021, resolved to integrate the items of the agenda that the Ordinary Shareholders' Meeting will have to discuss, providing for the inclusion of the following additional point:

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The Shareholders' Meeting is therefore convened to discuss and resolve the following

AGENDA

1. integration, for the rest of the three-year period 2021-2023, of the Board of Statutory Auditors by a) appointing the Chairman of the Board of Statutory Auditors; b) appointing an Acting Auditor; c) appointing, if necessary, an Alternate Auditor; related resolutions;
2. integration, for the rest of the three-year period 2021-2023, of the Board of Directors, by appointing a Director to replace a ceased Director; related resolutions.

With regard to point 1 (a) of the agenda (appointment of the Chairman of the Board of Statutory Auditors) it should be noted that, pursuant to art. 33, paragraph 5, of the Articles of Association, the Shareholders' Meeting shall, where possible, choose the new Auditor from among the unelected candidates indicated in the list of which the Auditor to be replaced was part.

It should also be noted that, taking into account the continuing necessity for caution to avoid risk situations because of the persistent severity of the COVID-19 epidemic, and therefore in compliance with the fundamental principles of protecting the health of the Company's shareholders, employees, representatives and consultants, pursuant to the provisions of article

BPER Banca S.p.A., head office in Via San Carlo 8/20, Modena - Tax Code and Modena Companies Register no. 01153230360 - Company belonging to the BPER BANCA VAT GROUP, VAT no. 03830780361 - Share capital Euro 2,100,435,182.40 - ABI Code 5387.6 - Register of Banks no. 4932 - Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund - Parent Company of the BPER Banca S.p.A. Banking Group - Register of Banking Groups no. 5387.6 - Tel. [phone] - Telefax 059.2022033 - e-mail: [e-mail] - Certified e-mail (PEC): [e-mail] - bper.it - istituzionale.bper.it

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106, paragraph 4, of Legislative Decree no. 18, converted by Law no. 27, as last amended by Legislative Decree no. 183 of 31 December 2020, converted with amendments by Law no. 21 of 26 February 2021, participation at the Shareholders' Meeting of those entitled to attend will take place, without access to the meeting rooms, exclusively through the designated

representative pursuant to art. 135-undecies of Legislative Decree no. 58 of 24 February

1998, in the manner described below.

The participation of the directors, statutory auditors, secretary to the meeting and designated representative will take place in compliance with the containment measures provided for by law; some of the officers will participate by means of teleconferencing systems, in compliance with current regulations, where applicable.

Here below the updated warnings that fully replace those reported in the notice of calling published on 13 May 2021.

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Instructions

1) Procedures for taking part in and voting at the Shareholders' Meeting

Pursuant to art. 83-sexies of Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Finance Act" or "CFA"), those entitled to attend and vote at the Shareholders' Meeting, without access to the meeting rooms and exclusively in the manner specified below, shall be persons from whom BPER Banca S.p.A. ("BPER", the "Bank" or the "Company") shall have received, by the end of the 3rd market trading day prior to the date set for the Meeting (i.e. by 18 June 2021), the communication from the intermediary that holds the account on which the shares issued by the Company are registered, attesting their right to do so, based on the supporting evidence at the close of business of 14 June 2021, the 7th market trading day prior to the date set for the Shareholders' Meeting (the so-called "record date"). Any debit or credit entries in the accounts subsequent to this date shall be disregarded for the purpose of entitlement to attend and exercise voting rights at the Meeting. Accordingly, those who become owners of the shares subsequent to this date shall not be entitled to attend and vote at the Meeting.

Entitlement to attend and vote is confirmed if the communication from the intermediary attesting the right to do so at the record date, i.e. by 14 June 2021, is received by the Company by the start of the Meeting. There are no procedures for remote or postal voting.

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

BPER Banca S.p.A., head office in Via San Carlo 8/20, Modena - Tax Code and Modena Companies Register no. 01153230360 - Company belonging to the BPER BANCA VAT GROUP, VAT no. 03830780361 - Share capital Euro 2,100,435,182.40 - ABI Code 5387.6 - Register of Banks no. 4932 - Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund - Parent Company of the BPER Banca S.p.A. Banking Group - Register of Banking Groups no. 5387.6 - Tel. [phone] - Telefax 059.2022033 - e-mail: [e-mail] - Certified e-mail (PEC): [e-mail] - bper.it - istituzionale.bper.it

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1. Additions to the agenda, submission of proposed resolutions on matters already on the agenda and the right to raise questions at the Meeting

Pursuant to art. 126-bis of the CFA, Shareholders representing, individually or jointly, at least one fortieth of the share capital (2.5%) may, within 10 days from publication of this supplementary notice of calling, and therefore by 31 May 2021, ask for items to be added to the agenda or submit proposed resolutions on matters already on the agenda.

Taking into account the continuing need for caution, such requests can be submitted by e-mail to [e-mail], adding as the subject of the e-mail the words "Ordinary Shareholders' Meeting June 2021 - Items to be added to the agenda".

The requests must be accompanied by information on the identity of the shareholders submitting them by an indication of their total percentage shareholding at the date of the request and by references to the communications attesting ownership of the shares sent by the intermediaries to the Company, pursuant to art. 43 of the Bank of Italy/Consob Joint Regulation "Single Measure on Post-Trading" of 13 August 2018.

Shareholders who ask for an item to be added to the Agenda have to prepare a report explaining the reason for the motions on the new items they wish to address, or the reason for the additional motions on items already on the Agenda. The report must be sent to the Company in the same manner as explained above, by the deadline established by law.

Additions to the Agenda are not allowed for topics on which, by law, the Shareholders' Meeting decides on proposals made by the Board of Directors or on the basis of a plan or a report prepared by the latter, other than those indicated in article 125-ter, para. 1 of the CFA.

Those who have the right to vote can raise questions on items on the agenda prior to the Meeting, pursuant to art. 127-ter of the CFA, by submitting them - again taking into account the continuing need for caution - by e-mail to [e-mail], adding as the subject of the e-mail the words "Ordinary Shareholders' Meeting June 2021 - questions/interventions on the matters on the agenda", by the record date, i.e. by 14 June 2021. Entitlement to the right to vote has to be certified at the same time as submitting the questions, or later providing it is within the 3rd day following the record date, by making reference to the communication sent by the intermediary to the Company pursuant to art. 43 of the Bank of Italy/Consob Joint Regulation "Single Measure on Post-Trading" of 13 August 2018.

Questions received by these deadlines will be answered at least 2 days before the Meeting and will also

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

BPER Banca S.p.A., head office in Via San Carlo 8/20, Modena - Tax Code and Modena Companies Register no. 01153230360 - Company belonging to the BPER BANCA VAT GROUP, VAT no. 03830780361 - Share capital Euro 2,100,435,182.40 - ABI Code 5387.6 - Register of Banks no. 4932 - Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund - Parent Company of the BPER Banca S.p.A. Banking Group - Register of Banking Groups no. 5387.6 - Tel. [phone] - Telefax 059.2022033 - e-mail: [e-mail] - Certified e-mail (PEC): [e-mail] - bper.it - istituzionale.bper.it

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be published on the Company's website www.bper.it - Sito Istituzionale > Governance > Shareholders' Meeting.

The Company can provide a joint answer to questions with the same content.

No answers will be given, not even during the Meeting, to questions raised prior to it, when the information requested has already been provided in a "question and answer" format in the specific section of the Company's website or when the answer has already been published as required by law.

With the same methods and by the same deadline as for the submission of questions, those who have the right to vote can send the Company written interventions on the items on the agenda. At least 2 days prior to the Meeting, the Company will make these interventions available to the public on the Bank's website www.bper.it - Sito Istituzionale > Governance > Shareholders' Meeting and subsequently as attachments to the minutes of the Meeting.

Questions and interventions can be presented simultaneously in a single document.

3) Intervention through the designated representative as per art. 135-undecies of the CFA

Those entitled to vote who are planning to attend the Shareholders' Meeting have to be represented, free of charge, by the designated representative as per art 135-undecies of the CFA (the "Designated Representative") by granting a specific proxy containing voting instructions on all or some of the motions on the agenda. The proxy shall only be effective for items on the agenda for which voting instructions have been given. The granting of a proxy to the Company's designated representative has to take place by the end of the 2nd market trading day prior to the date set for the Meeting, i.e. by 21 June 2021, in accordance with the procedures indicated and by use of the specific form that will be available on the Bank's website (www.bper.it - Sito Istituzionale > Governance > Shareholders' Meeting), also with the procedures that those entitled can use to notify the proxies electronically, as well as to revoke the proxy and the voting instructions given by the same deadline.

The Company has identified Computershare S.p.A. as its Designated Representative with registered office in Via Mascheroni 19, Milan and offices in Via Nizza 262/73, Turin.

4) Granting of proxies pursuant to art.135-novies of the CFA

Those who do not intend to intervene in the way foreseen by art. 135-undecies of the CFA can alternatively intervene by conferring on the same Designated Representative a proxy or sub-proxy pursuant to art. 135-novies of the CFA, necessarily with voting instructions for the proposals on the

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

BPER Banca S.p.A., head office in Via San Carlo 8/20, Modena - Tax Code and Modena Companies Register no. 01153230360 - Company belonging to the BPER BANCA VAT GROUP, VAT no. 03830780361 - Share capital Euro 2,100,435,182.40 - ABI Code 5387.6 - Register of Banks no. 4932 - Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund - Parent Company of the BPER Banca S.p.A. Banking Group - Register of Banking Groups no. 5387.6 - Tel. [phone] - Telefax 059.2022033 - e-mail: [e-mail] - Certified e-mail (PEC): [e-mail] - bper.it - istituzionale.bper.it

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agenda. The proxy or sub-proxy must be sent by 12 noon on 22 June 2021 to the Designated Representative in the manner indicated and by means of the specific form that will be available on the Bank's website www.bper.it - Sito Istituzionale > Governance> Shareholders' Meeting, also indicating the methods that those entitled may use to notify the proxies electronically, as well as to revoke the proxy or sub-proxy and the voting instructions given by the same deadline.

5) Individual motions

In relation to the fact that participation at the Shareholders' Meeting is foreseen exclusively through the Designated Representative, pursuant to art. 126-bis, paragraph 1, third sentence, of the CFA, those who have the right to vote can, by 8 June 2021, individually submit motions on topics already on the agenda, by sending them - taking into account the continuing need for caution - by e-mail to the Designated Representative at [e-mail], as well as to [e-mail], adding as the subject of the e-mail the words "Ordinary Shareholders' Meeting June 2021 - individual motions".

Motions must contain the text of the resolution and be accompanied by information relating to the identity of the presenter and the percentage of share capital held on the date of presentation, as well as references to the communication sent by the intermediary to the Company pursuant to art. 43 of the Bank of Italy/Consob "Single Measure on Post-Trading" of 13 August 2018".

Motions that are validly presented will be made available to the public, by the Company, on the Bank's website www.bper.it - Sito Istituzionale > Governance > Shareholders' Meeting, as well as with the other appropriate means.

The deadline for submitting such motions, set at the same time as the publication deadline for requests for adding items to the agenda and motions pursuant to art. 126-bis, paragraph 1, first sentence, of the CFA, allows those who are interested in making individual proposals to consider what has been published by the Company in relation to the matters on the agenda and, at the same time, allows the Designated Representative to prepare the forms for granting proxies pursuant to art. 135-undecies and art. 135-novies of the CFA, so that those entitled to vote can evaluate, simultaneously and with sufficient advance notice, all of the requests and proposals submitted before issuing their voting instructions.

6) Explanatory reports and documents

The explanatory reports of the Board of Directors and the other documents concerning the item on the agenda shall be made available, in accordance with the legal and regulatory requirements, at the

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

BPER Banca S.p.A., head office in Via San Carlo 8/20, Modena - Tax Code and Modena Companies Register no. 01153230360 - Company belonging to the BPER BANCA VAT GROUP, VAT no. 03830780361 - Share capital Euro 2,100,435,182.40 - ABI Code 5387.6 - Register of Banks no. 4932 - Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund - Parent Company of the BPER Banca S.p.A. Banking Group - Register of Banking Groups no. 5387.6 - Tel. [phone] - Telefax 059.2022033 - e-mail: [e-mail] - Certified e-mail (PEC): [e-mail] - bper.it - istituzionale.bper.it

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