Resignation of a Director

BPER Banca informs that by letter to the Board of Directors and to the Chairman of the Board of Statutory Auditors, the Director Ms Roberta Marracino has irrevocably resigned from office with effect from 30 June 2020 for personal reasons.

The Board of Directors, taking note of the resolution, expressed its gratitude and appreciation for the contribution constantly ensured by Ms Roberta Marracino.

Ms Marracino, member of the Nomination Committee and of the Remuneration Committee, is a non-executive Director in possession of the independence requirements provided for in article 147-ter, paragraph 4, and article 148, paragraph 3, of the Consolidated Finance Act (Legislative Decree no. 58/98) as well as by par. 3.C.1 of the Corporate Governance Code for listed companies.

Ms Marracino was elected at the Shareholders' Meeting of 14 April 2018 for the three-year period 2018-2020 and, pursuant to article 19 of the Articles of Association, taken from the so-called "Junior Minority List", i.e. the list that obtained the second highest number of votes not linked to the list with the highest number of votes, that is the list presented by Studio Legale Trevisan & Associati, on behalf of 11 managers of 24 Funds. Given that it is not possible to make a replacement pursuant to article 20, paragraphs 3 and 3.1, of the Articles of Association due to the lack of unelected candidates on the list of provenance of the Director who has terminated, the new Director will be appointed at the first useful Shareholders' Meeting on the basis of applications submitted by the Shareholders pursuant to article 20, paragraph 3.2 and following of the Articles of Association.