BPER Banca S p A : Odg 1 Relazione Integrazione CS 2021 eng.pdf

Ordinary General Meeting on 23 June 2021

Report on item 1) of the agenda

Integration,

for the rest of the three-year period 2021-2023, of the Board of Statutory Auditors by:

1. appointing the Chairman of the Board of Statutory Auditors;
2. 1. 1. appointing an Acting Auditor;
   2. appointing, if necessary, an Alternate Auditor.

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

BPER Banca S.p.A.

Ordinary Shareholders' Meeting

23 June 2021

Report pursuant to art. 125-ter of the TUF

Point 1) of the agenda

Integration,

for the rest of the three-year period 2021-2023, of the Board of Statutory Auditors by:

1. appointing the Chairman of the Board of Statutory Auditors;
2. 1. 1. appointing an Acting Auditor;
   2. appointing, if necessary, an Alternate Auditor.

***

Shareholders,

With reference to point 1) of the agenda for the Ordinary Shareholders' Meeting, the Board of Directors has called you to vote on the integration, for the rest of the three-year period 2021-2023, of the Board of Statutory Auditors.

The Articles of Association (articles 30-33) provide that the Board of Statutory Auditors has to be made up, with respect for gender balance, of three Acting Auditors, including the Chairman, and two Alternate Auditors, elected by the Shareholders' Meeting with the list voting system:

• the Chairman and an Alternate Auditor to replace the Chairman in the event of early termination of office are taken from the list that obtained the second highest number of votes;
• the other two Acting Auditors and one Alternate Auditor are taken from the list that came first by number of votes.

The Statutory Auditors remain in office for three years and their mandate expires on the date of the Meeting called to approve the financial statements for the last year of their term of office.

The Shareholders' Meeting held on 21 April 2021 elected Mr Paolo De Mitri, taken from the list that came first by number of votes, and Mr Nicola Bruni, taken from the list that came second by number of votes, who took the office of Chairman of the Board of Statutory Auditors.

In addition, Ms Patrizia Tettamanzi, taken from the list that came first by number of votes, and Mr Andrea Scianca, taken from the list that came second by number of votes, were elected as alternate auditors.

Given that there was only one candidate for Acting Auditor in the list that came first by

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

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number of votes, the control body needs to be integrated. Ms Patrizia Tettamanzi, taken from the same list as an Alternate Auditor, has taken on the role of Acting Auditor, in compliance with the will expressed by the Meeting and in application of art. 33, paragraph 2, of the Articles of Association: the latter's period in office is limited, according to the Articles of Association, to the next Shareholders' Meeting, which will make the necessary integration.

In addition, on 27 April 2021, the Chairman of the Board of Statutory Auditors, Mr Nicola Bruni, resigned for personal reasons, from the date of the Shareholders' Meeting called to provide for the aforementioned integration.

Consequently, the Shareholders' Meeting of 23 June 2021 will have to appoint, for the rest of the three-year period 2021-2023, (a) the Chairman of the Board of Statutory Auditors; (b) an Acting Auditor (c) and, if necessary, an Alternate Auditor, in the manner indicated below.

§ 1. Appointment of the Chairman of the Board of Statutory Auditors.

Having to replace the Chairman of the Board of Statutory Auditors, and therefore the Statutory Auditor taken from the list that came second in terms of number of votes, the Shareholders' Meeting is called upon to appoint, pursuant to art. 33, paragraph 5, of the Articles of Association, choosing the replacement, where possible, from among the unelected candidates indicated in both sections of the list of which the Statutory Auditor to be replaced belonged; they have to have confirmed their candidacy by the deadline laid down in current legislation for the presentation of lists of candidates for the election of the Board of Statutory Auditors, i.e. by 29 May 2021, filing at the Company's head office declarations relating to the absence of grounds for ineligibility or incompatibility and the fact that the candidate meets the requirements of office, as well as an up-to-date indication of the directorships and audit positions held in other companies.

To this end, the unelected candidates indicated on the same list as the Chairman of the Board of Statutory Auditors, Ms Daniela Travella and Ms Rossella Porfido are invited to confirm their candidacy, and to proceed with the other formalities explained here, by the deadline indicated above, also through the shareholder presenting the list to which they belonged.

Only in the event that, for whatever reason, none of these candidates were elected, the Meeting has to apply art. 33, paragraph 5.1, of the Articles of Association under which the Shareholders' Meeting votes on the replacement based on candidates proposed by the Shareholders directly at the Meeting. Shareholders are therefore reminded to consider whether it might be opportune - given the particular procedures for holding the Shareholders' Meeting - to present additional candidatures to be submitted to the vote of the Meeting by the deadline for presentation of individual motions, i.e. by 8 June 2021.

Pursuant to art. 33, paragraph 5.2, of the Articles of Association any such additional candidatures, signed by the person or persons presenting them, must indicate the name of

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

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the candidate and must be accompanied by: (i) declarations from each candidate accepting their candidature and confirming, under their own responsibility, that there are no reasons for which they cannot be elected or other incompatibilities, and that they meet the requirements for appointment established by law or in these Articles of Association; (ii) a full description of the personal and professional characteristics of each candidate, with an indication of the Directorships and audit appointments held in other companies; and (iii) information relating to the identity of the presenting shareholders with an indication of the percentage of shares held, to be certified as required by law.

§ 2. Appointment of an Acting Auditor.

Having to integrate the Board of Statutory Auditors due to the lack of a Statutory Auditor from the list that came first by number of votes, the Shareholders' Meeting is called upon, pursuant to art. 33, paragraph 4, of the Articles of Association, to vote without being restricted to a particular list, on the basis of candidatures proposed by the Shareholders.

In compliance with the aforementioned provision of the Articles of Association:

1. Shareholders who hold at least 0.50% of the share capital (paragraph 4.1) may submit candidatures;
2. each Shareholder may not present or participate in presenting more than one candidature and the same prescription applies to Shareholders belonging to the same group - by which is meant the parent company, subsidiaries and companies subject to common control - or who adhere to a shareholders' agreement involving the Company's shares (paragraph 4.2);
3. candidatures, signed by the person or persons presenting them, must indicate the name of the candidate and must be presented by the deadline set by current legislation for the presentation of lists of candidates for the election of the Board of Statutory Auditors, in other words by 29 May 2021, accompanied by: (i) declarations from each candidate accepting their candidature and confirming, under their own responsibility, that there are no reasons for which they cannot be elected or other incompatibilities, and that they meet the requirements for appointment established by law or in these Articles of Association; (ii) a full description of the personal and professional characteristics of each candidate, with an indication of the Directorships and audit appointments held in other companies; and (iii) information relating to the identity of the presenting shareholders with an indication of the percentage of shares held, to be certified as required by law (para. 4.3).

If by the aforementioned deadline of 29 May 2021 no candidatures were submitted pursuant

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

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to the above, in compliance with the provisions of art. 33, paragraph 4.6, of the Articles of Association, each Shareholder will have the right - considering the particular procedures for holding the Shareholders' Meeting - by the deadline for the presentation of individual motions, i.e. by 8 June 2021, to submit candidatures for the appointment of a new Acting Auditor, accompanied by the documentation indicated in the letter c) above.

§ 3. Appointment, if needed, of an Alternate Auditor.

While Ms Patrizia Tettamanzi will cease to be an Acting Auditor at the Shareholders' Meeting being convened here, she could remain as an Alternate Auditor, except in the case of her appointment as an Acting Auditor following her candidature presented by Shareholders in accordance with paragraph § 2 above.

The Shareholders are therefore invited to consider the possibility of presenting candidates for the office of Alternate Auditor, in accordance with the information provided in paragraph § 2, but only in the event that the Shareholders' Meeting is called upon to make such an appointment as well.

§ 4. Requirements of candidates.

You are reminded that candidates have to meet the requirements of current legislation to exercise the functions of Chairman of the Board of Statutory Auditors and of Statutory Auditor in a listed bank, as provided for in current legislation and in the Articles of Association. In particular:

• Statutory Auditors must meet the requirements, inclusive of those concerning independence, prescribed by current law to enable them to perform their duties. Otherwise, they may not be elected or, if they subsequently fail to meet the requirements, they will fall from office (see art. 30, para. 2, of the Articles of Association). In this connection, shareholders are invited to consider the provisions of art. 148, paragraph 3 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), of the Decree of the Ministry of Economy and Finance 169 of 23 November 2020, ("Regulation on the requirements and eligibility criteria to hold office as directors and officers of banks, financial intermediaries, trust companies, electronic money institutions, payment institutions and deposit guarantee systems"), as well as the provisions contained in the Decree of the Minister of Justice in agreement with the Minister of the Treasury, Budget and Economic Planning no. 162 of 30 March 2000, ("Regulation containing rules for establishing the requirements of professionalism and integrity of members of the board of statutory auditors of listed

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

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