Call of Ordinary Shareholders' Meeting

The Ordinary Shareholders' Meeting is called on 14 April 2018 at 9.00 am, at a single calling, at the meeting hall of "Modena Fiere" in Viale Virgilio, Modena (main entrance) to discuss the following:

AGENDA

1. presentation of the draft financial statements for 2017 and related reports; presentation of the consolidated financial statements for 2017 and of related reports; related resolutions;
2. appointment of the Board of Directors for the three-year period 2018-2020;
3. appointment of the Board of Statutory Auditors for the three-year period 2018-2020;
4. proposal of the Directors' remuneration for 2018; related resolutions;
5. proposal of remuneration of the Board of Statutory Auditors for the three-year period 2018-2020; related resolutions;
6. presentation of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 dated 24 February 1998, comprising the remuneration policies for 2018 of Gruppo BPER Banca S.p.A. and annual disclosure regarding implementation of remuneration policies for 2017; related resolutions;
7. proposal of the remuneration plan pursuant to art. 114-bis of Legislative Decree 58 dated 24 February 1998, implementing the remuneration policies for 2018 of Gruppo BPER Banca S.p.A.; related resolutions;
8. proposal for approval of the regulations for Shareholders' Meetings; related resolutions;
9. information on internal control policies in terms of risk activities and conflicts of interest with related parties, in compliance with the requirements of the Bank of Italy's Circular 263 of 27 December 2006. Audit.