Notice of solicitation of proxies initiated by BPER Banca S.p.A

In accordance with the provisions of art. 136 of the Regulation approved by Consob through decision no. 11971/1999, as subsequently amended and supplemented (the “Issuers Regulation”), this notice contains the main information concerning the solicitation of proxies that BPER Banca S.p.A., as the promoter (“BPER” or the “Bank” or “Issuer” or “Promoter”), intends to carry out, pursuant to arts. 136 et seq. of Italian Legislative Decree no. 58/1998 (the “TUF”) and 135 et seq. of the Issuers Regulation, with reference to the Ordinary Shareholders’ Meeting of the Bank already convened for 14 April 2018, on first call, at 9:00 a.m., at the “Modena Fiere” premises, in Modena, main entrance on Viale Virgilio (the “Ordinary Meeting” or simply the “Meeting”). The notice calling the Ordinary Meeting, containing, among other things, the procedures and terms for participating in the Meeting, was published on the website of the Issuer, www.bper.it > Area Istituzionale - Governance > Corporate Bodies > Shareholders Meeting.

This notice was simultaneously (i) sent to Consob, to Borsa Italiana S.p.A. and to Monte Titoli S.p.A., and (ii) published on the website of the Bank, www.bper.it > Area Istituzionale - Governance > Corporate Bodies > Shareholders Meeting, and that of Morrow Sodali S.p.A. (“Morrow Sodali” or the “Delegated Representative”) www.sodali-transactions.com and the website of the “1info” authorised storage mechanism, www.1info.it.