Strategic project approved: agreement with Intesa Sanpaolo Group for acquisition of a going concern consisting of banking branches

The Board of Directors of BPER Banca S.p.A. (“BPER Banca”), during the meeting held today, approved the execution of an agreement with Intesa Sanpaolo S.p.A. (“Intesa Sanpaolo”), pursuant to which BPER Banca will purchase a going concern (the “Going Concern”) from the Intesa Sanpaolo Group, subject to, inter alia, the completion of the voluntary public exchange offer (the “Exchange Offer”) launched by the same Intesa Sanpaolo on the entire share capital of UBI Banca S.p.A. (“UBI Banca”) pursuant to Article 102 of the TUF as announced to the market today.

The perimeter of the Going Concern will include (i) between 400 and 500 banking branches, prevailingly located in northern Italy (with a specific focus on the Lombardia region), (ii) an aggregate amount of net credits against customers equal to at least € 20 billion and (iii) Risk-Weighted Assets (RWA) not higher than € 15.5 billion.

In relation to the acquisition of the Going Concern, the Board of Directors of BPER Banca has resolved to submit to the Extraordinary Shareholders’ Meeting, subject to the prior authorization of the competent authorities, the proposal to authorize the Board of Directors to increase the share capital, pursuant to Article 2443 of the Italian Civil Code, in divisible form and against payment, in one or more tranches, up to an aggregate maximum amount (including any share premium) equal to € 1.0 billion, through the issuance of new ordinary shares with no par value to be offered in option to the existing shareholders pursuant to Article 2441, paragraph 1 of the Italian Civil Code (the “Rights Issue”) and to approve the relevant amendments to the by-laws.