BPER Banca S p A : Summary report votes Shareholders’ Meeting 23 June 2021

BPER BANCA S.p.A.

ORDINARY SHAREHOLDERS' MEETING

HELD ON 23 JUNE 2021

SUMMARY REPORT OF THE VOTES ON THE ITEMS OF THE AGENDA OF THE SHAREHOLDERS' MEETING

PURSUANT TO ART. 125-QUATER OF THE CONSOLIDATED FINANCE ACT (CFA)

Through the Designated Representative, a total of 371 Shareholders attended the Shareholders' Meeting, representing 764,264,724 ordinary shares equal to 54.078006% of the total share capital.

As at the date of the Shareholder's Meeting, the share capital of BPER Banca, fully subscribed and paid up, amounts to Euro 2,100,435,182.40 and consists of 1,413,263,512 registered ordinary shares with no par value. Each share gives the right to one vote.

1a) - Integration, for the rest of the three-year period 2021-2023, of the Board of Statutory Auditors by appointing the Chairman of the Board of Statutory Auditors

VOTING CHOICE	N. OF SHAREHOLDERS	N. OF SHARES	% OF ORDINARY SHARES	% OF SHARES ADMITTED	% OF TOTAL SHARE
REPRESENTED	TO VOTE	CAPITAL
In favour	359	754,273,906	98.692754	98.692754	53.371073
Against	2	395,875	0.051798	0.051798	0.028011
Abstentions	3	7,251,514	0.948822	0.948822	0.513104
Not voting	7	2,343,429	0.306625	0.306625	0.165817
Total	371	764,264,724	100.000000	100.000000	54.078006

1b) - Integration, for the rest of the three-year period 2021-2023, of the Board of Statutory Auditors by appointing an Acting Auditor

VOTING CHOICE	N. OF SHAREHOLDERS	N. OF SHARES	% OF ORDINARY SHARES	% OF SHARES ADMITTED	% OF TOTAL SHARE
REPRESENTED	TO VOTE	CAPITAL
In favour	367	497,159,545	99.980335	99.980335	35.178121
Against	1	96,270	0.019360	0.019360	0.006812
Abstentions	1	1,514	0.000304	0.000304	0.000107
Not voting	0	0	0.000000	0.000000	0.000000
Total	369	497,257,329	100.000000	100.000000	35.185040

The figures indicated are net of 267,007,395 shares referred to proxies granted, pursuant to art. 135-undecies of the CFA, to the Designated Representative without voting instructions (these shares were not counted for the purpose of voting).

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

Page 1 of 2

Published 25 June 2021

(CONTINUED) SUMMARY REPORT OF THE VOTES CAST ON THE ITEMS ON THE AGENDA OF THE SHAREHOLDERS' MEETING PURSUANT TO ART. 125-QUATER OF THE CFA

1c) - Integration, for the rest of the three-year period 2021-2023, of the Board of Statutory Auditors by appointing, if necessary, an Alternate Auditor

VOTING CHOICE	N. OF SHAREHOLDERS	N. OF SHARES	% OF ORDINARY SHARES	% OF SHARES ADMITTED	% OF TOTAL SHARE
REPRESENTED	TO VOTE	CAPITAL
In favour	367	497,159,545	99.980335	99.980335	35.178121
Against	1	96,270	0.019360	0.019360	0.006812
Abstentions	1	1,514	0.000304	0.000304	0.000107
Not voting	0	0	0.000000	0.000000	0.000000
Total	369	497,257,329	100.000000	100.000000	35.185040

The figures indicated are net of 267,007,395 shares referred to proxies granted, pursuant to art. 135-undecies of the CFA, to the Designated Representative without voting instructions (these shares were not counted for the purpose of voting).

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

VOTING CHOICE	N. OF SHAREHOLDERS	N. OF SHARES	% OF ORDINARY SHARES	% OF SHARES ADMITTED	% OF TOTAL SHARE
REPRESENTED	TO VOTE	CAPITAL
In favour	326	451,726,863	90.843681	90.843681	31.963385
Against	8	12,398,197	2.493316	2.493316	0.877274
Abstentions	26	17,888,840	3.597502	3.597502	1.265782
Not voting	9	15,243,429	3.065501	3.065501	1.078598
Total	369	497,257,329	100.000000	100.000000	35.185040

The figures indicated are net of 267,007,395 shares referred to proxies granted, pursuant to art. 135-undecies of the CFA, to the Designated Representative without voting instructions (these shares were not counted for the purpose of voting).

* * *

This report is available at the registered offices of the Bank, on the 1INFO authorised storage device and on the Bank's website (www.bper.it- Sito Istituzionale > Governance > Shareholders' Meeting).

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

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Published 25 June 2021