Banca Carige S p A Cassa di Risparmio di Genova e Imperia : SottotitoloPlan for merger by absorption of Banca Carige and BML into BPER Banca - Start of sell-out procedure

JOINT PRESS RELEASE

PLAN FOR MERGER BY ABSORPTION OF BANCA CARIGE S.P.A. AND BANCA DEL

MONTE DI LUCCA S.P.A. INTO BPER BANCA S.P.A.

START OF SELL-OUT PROCEDURE

Modena - Genoa - Lucca - 19 August 2022. The Boards of Directors of BPER Banca S.p.A. ("BPER" or the "Merging Company"), Banca Carige S.p.A. ("CARIGE") and Banca del Monte di Lucca S.p.A ("Monte Lucca") and, together with CARIGE, the "Companies to be merged"), have today approved a plan for the merger by absorption (the "Merger Plan") of the Companies to be merged into BPER (the "Merger").

Introduction

The Merger stems from the acquisition by BPER of the controlling interest in CARIGE (in turn holding a controlling interest in Monte Lucca) from the Interbank Deposit Protection Fund and the Voluntary Intervention Scheme (the "Acquisition"), which was followed by the launch of a mandatory tender offer on all remaining ordinary shares of CARIGE and a voluntary tender offer on all its savings shares (together, the "Offers"), as indicated in the offer document published by BPER on July 8, 2022 (the "Offer Document", available on the website https://istituzionale.bper.it/).

As a result of the Offers, BPER came to hold 93.9% of CARIGE's ordinary share capital and 1 savings share of CARIGE. Moreover, after the end date of the Offers acceptance period, BPER acquired additional ordinary shares of Carige at a share price not exceeding the consideration offered under the mandatory offer, thereby coming to hold 94.4% of Carige's share capital on the date of the Merger Plan.

The implementation of the Merger will make it possible to fully achieve the objectives of the Acquisition, namely a stronger competitive position, growth in regions with a limited footprint, the achievement of cost and revenue synergies, while preserving a high capital strength profile, as further and more extensively described in the explanatory report on the transaction, which will be made available as required by law.

It is noted that, in relation to both BPER and Carige, the procedural rules on related parties and associated persons were applied, given the relationship of correlation existing between the companies involved in the merger, and it is specified that for Carige the merger into BPER is classified, for such purposes, as "of greater importance", since the threshold of the relevance indices set forth in Consob Regulation No. 17221/2010 has been exceeded. Therefore, in accordance with the provisions of Consob Regulation and Carige's internal policies, the procedures required for transactions of greater importance were followed, as none of the exemptions provided for in Consob Regulation No. 17221/2010 were applicable. Carige's Related Parties Committee has expressed its favourable opinion. The information

BPER Banca S.p.A., Head Office in Via San Carlo 8/20, Modena - Tax Code and Modena Companies Register No. 01153230360 - Company belonging to the BPER BANCA GROUP VAT, VAT No. 03830780361 - Share capital Euro 2,100,435,182.40 - ABI Code 5387.6 - Register of Banks No. 4932 - Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund - Parent Company of the BPER Banca S.p.A. Banking Group - Register of Banking Groups No. 5387.6 - Tel. [phone] - Telefax +39 059.2022033 - e- mail: [e-mail] - Certified e-mail (PEC): [e-mail] - bper.it - istituzionale.bper.it

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document to be drawn up pursuant to Article 5 of Consob Regulation will be published according to the procedures and by the deadlines set out by the law.

BPER availed itself of the exemption under Article 14 of Consob Regulation. Therefore, only prior information was provided to the Related Parties Committee.

The merger of Monte Lucca into BPER is instead classified for Monte Lucca as "of greater importance" with an associated party of the banking group pursuant to the procedure approved by Carige's Board of Directors, which Monte Lucca has adhered to.

Exchange ratios

The Boards of Directors of the companies involved in the merger, assisted by financial advisors of proven professionalism, determined the exchange ratios (together the 'Exchange Ratios') as follows:

• 0.360 BPER ordinary shares, with regular dividend entitlement, for each ordinary share of Carige, equal to 9 BPER ordinary shares for every 25 Carige ordinary shares (the "Exchange Ratio of Carige Ordinary Shares to BPER Ordinary Shares");
• 11,234 BPER ordinary shares, with regular dividend entitlement, for each savings share of Carige
  (the "Exchange Ratio of Carige Savings Shares to BPER Ordinary Shares") or, alternatively and at the choice of the savings shareholders of Carige, 10,785 BPER privileged shares, with regular dividend entitlement and the same privilege under the articles of association as the current savings shares, for each savings share of Carige (the "Exchange Ratio of Carige Savings Shares to BPER Privileged Shares");
• 0.045 BPER ordinary shares, with regular dividend entitlement, for each ordinary share of BML, equal to 9 BPER ordinary shares for every 200 BML ordinary shares.

The Exchange Ratios were determined (i) for BPER, based on the consolidated half-year report at 30 June 2022, as approved by the Board of Directors on 4 August 2022, (ii) for Carige, based on the consolidated half-year report at 30 June 2022, as approved by the Board of Directors on 19 August 2022 and, (iii) for BML, based on the financial statements as at 30 June 2022, inclusive of the balance sheet at 30 June 2022, as approved by the Board of Directors on 1 August 2022 pursuant to and for the purposes of Article 2501-quater of the Italian Civil Code.

The reasons justifying the respective Exchange Ratios will be illustrated in 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, which will be made available to the public in the manner and by the deadlines provided for by the law and the regulations.

As a result of the merger transactions, the Merging Company will increase its share capital in application of the Exchange Ratios, making the related amendment to its Articles of Association.

The Merger Plan also contains certain provisions for the case in which the procedure relating to the merger by absorption of Carige may be carried out in a simplified manner should BPER, upon completion of the Offers, come to own a shareholding of such an extent that allows for the application of the procedure pursuant to Article 2505 of the Italian Civil Code. ("100% Carige Simplified Procedure"). Should the conditions for the adoption of the Simplified Procedure be met, no new shares will be issued to service the Carige Exchange Ratios, as the shareholdings owned by BPER in Carige will be cancelled without exchange.

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Right to Sell pursuant to article 2505-bis, paragraph 1, of the Italian Civil Code

Although the companies involved in the Merger have not availed themselves of the procedural simplifications provided for by Article 2505-bis, paragraph 1, of the Italian Civil Code, holders (other than BPER) of Carige's ordinary shares and savings shares will be granted, pursuant to said provision and subject to the completion of the Merger, the right to have the Merging Company purchase all or part of the Carige shares they hold for a consideration determined in accordance with the criteria provided for withdrawal (the "Right of Sale"). The amount of such consideration will be set in accordance with the criteria set forth in Article 2437-ter of the Italian Civil Code and shall be disclosed according to the procedures and by the deadlines set forth by the law and regulations in force.

The Right to Sell shall not be granted to holders of ordinary shares of CARIGE if, as a result of the SellOut Procedure (as defined below), BPER - including by way of any purchases made on the market - comes to hold at least 95% of the ordinary share capital of CARIGE. In this case, the prerequisites will in fact be met for BPER to exercise its purchase right pursuant to Article 111 of Legislative Decree No. 58/98 (the "Consolidated Law on Finance") for the same consideration as was paid under the mandatory tender offer, namely Euro 0.80 for each ordinary share of CARIGE ("squeeze out").

Right of withdrawal

Holders of Carige savings shares shall be entitled to the right of withdrawal (i) pursuant to the provisions of article 2437, paragraph 1, letter g), of the Italian Civil Code by reason of the different rights inherent in BPER ordinary shares as compared to the rights inherent in Carige savings shares, or (ii) pursuant to the provisions of Article 2437-quinquies of the Italian Civil Code, given that BPER privileged shares will not be traded on any regulated market.

The settlement value for each Carige savings share withdrawn will be set in compliance with the criteria set forth in Article 2437-ter of the Italian Civil Code and disclosed according to the procedures and by the deadlines set out by the law and regulations in force.

The effectiveness of any withdrawal exercised by Carige's savings shareholders, as well as payment of the settlement value of the savings shares withdrawn, are conditional upon the Merger becoming effective. Therefore, the settlement value will be paid to the beneficiaries entitled thereto after the Merger becomes effective for statutory purposes, in any case within the time period provided for by Article 2437- quater of the Italian Civil Code.

Holders of Carige ordinary shares will not be entitled to any right of withdrawal since BPER's newly issued ordinary shares granted in exchange to Carige's ordinary shareholders will be listed on Euronext Milan and will confer the same equity and administrative rights as those of Carige's ordinary shares outstanding.

Holders of BML shares will have no right of withdrawal, since none of the cases provided for in Article 2437 et seq. of the Civil Code apply.

ECB authorisations

The Merger is subject to obtaining the required authorisations, including (i) authorisation pursuant to Articles 4 and 9 of Regulation (EU) No. 1024/1013 and Article 57 of Legislative Decree No. 385/93 (the "Consolidated Law on Banking") and its implementing provisions, as the Merger Plan cannot be entered in the Companies' Register without such authorisation; (ii) authorisation pursuant to Article 56 of the Consolidated Law on Banking and its implementing provisions in relation to the amendments to the Articles of Association resulting from the Merger, and (iii) authorisation pursuant to Article 26, paragraph 3 and Article 28 of Regulation (EU) No. 575/2013 and related implementing provisions, for classification of the newly issued ordinary shares resulting from the capital increase as CET1 instruments.

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Consequently, the Merger Plan will only be submitted for approval to the Extraordinary Shareholders' Meetings of the companies participating in the Merger once the aforementioned authorisations have been granted.

Sell-Out Procedure

As announced by BPER on 3 August 2022 in its press release about the final results of the Offers, to which reference should be made, as a consequence of the Offers, BPER exceeded the threshold of 90% of Carige's ordinary share capital, with the prerequisites thereby being met for the fulfilment of the purchase obligation under Article 108, paragraph 2, of the Consolidated Law on Finance (the "Sell-OutProcedure") and for the delisting of the shares pursuant to Article 2.5.1 of the Stock Exchange Regulation.

BPER shall, therefore, purchase, at the request of holders of CARIGE ordinary shares, CARIGE's remaining ordinary shares outstanding, currently corresponding to 5.6% of CARIGE's ordinary share capital, taking into account any purchases of CARIGE ordinary shares made outside the Sell-Out Procedure from 3 August 2022 until today, for the same consideration as was paid under the mandatory tender offer, in accordance with Article 108, paragraph 3, of the Consolidated Law on Finance, namely Euro 0.80 for each ordinary share of CARIGE.

(i) Scenarios for Carige ordinary share holders

It is noted that, in the light of the planned Merger, holders of CARIGE Ordinary Shares who decided not to tender their CARIGE shares to BPER under the Sell-Out Procedure and who have not exercised their Right to Sell (if any) as part of the Merger, will have their CARIGE ordinary shares exchanged into BPER Ordinary Shares and therefore into a liquid security traded on Euronext Milan, according to the Exchange Ratio of Carige Ordinary Shares to BPER Ordinary Shares.

It should also be noted that if, as a result of the Sell-Out Procedure, BPER - including by way of any purchases made on the market - comes to hold at least 95% of the ordinary share capital of CARIGE, as already discussed, the conditions for the exercise by BPER of the squeeze-out right pursuant to Article 111 of the Consolidated Law on Finance will be met and BPER will consequently purchase the ordinary shares outstanding for a consideration of Euro 0.80 per share. Should this be the case, no CARIGE ordinary shares shall be exchanged into BPER ordinary shares, nor will the holders of CARIGE ordinary shares be entitled to the Right to Sell in the Merger.

(i) Scenarios for Carige savings share holders

As indicated in the Offer Document, the Sell-Out Procedure will also be voluntarily extended by BPER to the holders of CARIGE savings shares, who will therefore have the opportunity to sell their shares to BPER, at their request, for the same consideration as was paid under the voluntary tender offer, namely Euro 25,000 for each savings share of CARIGE.

In the light of the planned Merger, holders of CARIGE savings shares who decide not to tender their CARIGE shares to BPER under the Sell-Out Procedure and who have not exercised their Right to Sell or Right of Withdrawal as part of the Merger, will have their CARIGE savings shares exchanged into BPER Ordinary Shares and hence into a liquid security traded on Euronext Milan, according to the Exchange Ratio of Carige Savings Shares to BPER Ordinary Shares or, if so opted for, into BPER privileged shares and hence into an illiquid security, as the privileged shares will not be traded on any regulated market, according to the Exchange Ratio of Carige Savings Shares to BPER Privileged Shares.

Finally, as already announced in the press release of 3 August 2022, the Sell-Out Procedure will start on Monday, 22 August and will end on Friday, 9 September 2022 (both dates inclusive), with the consideration payment date set for 16 September 2022.

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		BPER Banca S.p.A.
	Contacts:
	Investor Relations	External Relations
	[e-mail]	[e-mail]
	www.bper.it - https://istituzionale.bper.it/
	Carige Investor Relations	Carige Communications
	[e-mail]	[e-mail]
	www.carige.it
	This press release is also available in the 1INFO storage device.

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