Merger by absorption of Banca Popolare di Sondrio into BPER Banca: information for U.S. Shareholders

Reference is made to the increase in share capital to service the exchange ratio in the context of the merger by absorption of Banca Popolare di Sondrio S.p.A. (“BP Sondrio”) into BPER Banca S.p.A. (“BPER” and, together with BP Sondrio, the “Companies Participating in the Merger”). 
As indicated in paragraph 5.1 (“Important information for US shareholders regarding eligibility to receive shares”) of the reports, prepared by the Boards of Directors of the Companies Participating in the Merger pursuant to Article 2501-quinquies of the Italian Civil Code, Article 125-ter of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, and Article 70, paragraph 2, of the regulation adopted by CONSOB Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented (the “Explanatory Reports”), regarding the issuance of ordinary shares of BPER (the “New Shares”) to be allocated to shareholders of BP Sondrio who are resident in or located in the United States or otherwise subject to U.S. securities laws (“U.S. Shareholders”), the following information is hereby communicated