Notice of call of Ordinary Shareholders' Meeting

NOTICE OF CALL OF ORDINARY SHAREHOLDERS' MEETING

An Ordinary Shareholders' Meeting of BPER Banca S.p.A. has been convened on 20 April 2022 at 9.00 a.m., in one call, in the meeting rooms of the "BPER Forum Monzani" in Via Aristotele 33, Modena to discuss the following

AGENDA

1) 2021 Financial Statements:

      a) Financial Statements at 31 December 2021, Reports of the Board of Directors, of the Board of Statutory Auditors and of the Independent Auditors; related and ensuing resolutions. Presentation of the consolidated financial statements at 31 December 2021 and the 2021 consolidated non-financial statement;

     b)  Allocation of 2021 profit and dividend payout; related and ensuing resolutions.

2)    Compensation paid to the members of the Board of Directors for 2022 and 2023; related and ensuing resolutions.

3)    Supplementary fees paid to Deloitte & Touche S.p.A., the company responsible for auditing the accounts for the period 2017-2025, based on a reasoned proposal by the Board of Statutory Auditors; related and ensuing resolutions.

4)   Remuneration:

      a)    Report on Remuneration Policy and Compensation Paid, comprising:

             a1) remuneration policies of the BPER Banca S.p.A. Group for 2022; related resolutions (binding);

             a2) compensation paid in 2021; related and ensuing resolutions (not binding).

      b) Incentive plan based on financial instruments pursuant to art. 114-bis of Legislative Decree no. 58 of 24 February 1998; related and ensuing resolutions;

      c) 2022-2024 Long-Term Incentive (LTI) Plan based on financial instruments pursuant to art. 114-bis of Legislative Decree no. 58 of 24 February 1998; related ad ensuing resolutions;

      d) Authorisation to purchase and dispose of treasury shares to service the 2022-2024 Long-Term Incentive (LTI) Plan , the MBO incentive scheme for 2022 and subsequent years, and any severance payments; related and ensuing resolutions.

5) Information on internal control policies for risk activities and conflicts of interest with related parties, in compliance with the requirements of Bank of Italy Circular 285 dated 17 December 2013.