BPER Ordinary Shareholders' Meeting

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1 PRESS RELEASE BPER Ordinary Shareholders' Meeting Approval of the 2011 financial statements Distribution of a dual dividend approved, made up of an amount of Euro 0.03 for each of the 332,720,994 shares with full dividend rights on the coupon detachment date (as well as an amount of Euro for the 260 shares resulting from early conversion of the BPER 3.70% convertible bonds 4/12/ /12/2012) and a free allocation of treasury shares held by the Bank at a ratio of 1 share for every 70 shares held, for a total of 4,679,822 shares. Appointment of seven Directors for the three-year period Appointment of the Board of Statutory Auditors for the three-year period Appointment of the Board of Arbiters for the three-year period Appointment of one Director for the rest of the period Determination of the total remuneration payable to the Directors for 2012 Determination of the total remuneration payable to the Board of Statutory Auditors for the three-year period Approval of the Remuneration Report as per art. 123-ter CFA and the remuneration policies for 2012 of the Banca popolare dell Emilia Romagna Group; annual information provided on the implementation of the remuneration policies in 2011 Approval of the remuneration plans as per art. 114-bis CFA Page 1 of 5 Modena 21 April Banca popolare dell'emilia Romagna would like to announce that the Ordinary Shareholders' Meeting was held today in Modena at second calling and passed resolutions on all of the matters on the agenda provided in the notice of calling published on 15 March The draft separate and consolidated financial statements for 2011 were also presented during the Shareholders' Meeting. The Shareholders' Meeting approved the 2011 financial statements and the allocation of net profit

70% convertible bonds 4/12/2006-31/12/2012) and a free allocation of treasury shares held by the Bank at a ratio of 1 share for every 70 shares held, for a total of 4,679,822 shares.

2 for the year proposed by the Board of Directors; it then decided to distribute a dual dividend: (i) partly in cash, Euro 0.03 for each of the 332,720,994 ordinary shares in circulation with full dividend rights on the coupon detachment date (of which 579,396 issued in 2012 for the reopening of the terms of the Public Exchange Offers for the shares of certain subsidiary banks) and Euro for each of the 260 shares resulting from early conversion of the BPER 3.70% convertible bonds 4/12/ /12/2012, for a total of Euro 9,981,633.72; (ii) partly in the form of a free allocation of BPER shares at a ratio of 1 share for every 70 shares held on 18 May 2012 (the last trading day before the coupon detachment date), for a total of 4,679,822 ordinary shares, to be taken from the treasury shares in portfolio, resulting in a reduction of the specific reserve involved and possible use of the portion available for distribution. The treasury shares allocated in this way will have full dividend rights from 1 January The fractional allocation rights resulting from each depositary will be liquidated through an authorized intermediary, without charges, fees or other charges borne by the Shareholders, on the basis of the average price resulting from transactions made on the coupon detachment date. The 2011 dividend will be paid on 24 May 2012 in accordance with the Stock Exchange calendar both the part in cash and the part in shares, including the fractional allocation rights at the Bank's branches, for shareholders who have their shares on deposit, otherwise at authorised intermediaries who are members of the Monte Titoli SpA centralised management system. For pricing purposes, BPER's stock will go ex-coupon on 21 May In this connection, we would also recall the press release published on 13 March 2012, following the resolution of the Board of Directors to approve the draft separate financial statements, with the separate and consolidated balance sheet and income statement of BPER as attachments. The Shareholders' Meeting appointed seven Directors for the three-year period , using the list voting system. The results of the vote are shown below. List no. 1 1) Ettore Caselli 2) Romano Minozzi (independent) 3) Mario Zucchelli (independent) 4) Giosuè Boldrini (independent) 5) Giulio Cicognani (independent) 6) Valeriana Maria Masperi (independent) 7) Massimo Giusti List no. 1 obtained votes. List no. 2 1) Giuseppina Mengano in Amarelli (independent) 2) Anna Mantice (independent) 3) Francesco Limatola (independent) 4) independent) 5) Michele Calabrese (independent) 6) Luigi Muto (independent) 7) Sergio Giangreco (independent) List no. 2 obtained votes. Blank votes 467. Page 2 of 5

Exchange Offers for the shares of certain subsidiary banks) and Euro 0.015 for each of the 260 shares resulting from early conversion of the BPER 3.

3 The following have therefore been appointed as Directors of the Bank for the three-year period : Ettore Caselli, Romano Minozzi (independent), Mario Zucchelli (independent), Giosuè Boldrini (independent), Giulio Cicognani (independent), Valeriana Maria Masperi (independent) - all drawn from list no. 1 - and Giuseppina Mengano in Amarelli (independent) taken from list no. 2 - as Minority Director. The curriculum vitae of each person elected is available in the "Governance - Corporate Bodies - Shareholders' Meeting Shareholders' Meeting" section of the Bank's website ( Page 3 of 5 The Shareholders' Meeting appointed the Board of Statutory Auditors for the three-year period , using the list voting system. The results of the vote are shown below. List no. 1 Candidates for the office of Standing Auditor: 1) Carlo Baldi 2) Guglielmo Cacchioli 3) Fabrizio Corradini 4) Pier Paolo Ferrari 5) Marco Alessandri Candidates for the office of Alternate Auditor: 1) Luigi Fontana 2) Gian Andrea Guidi List no. 1 obtained votes. List no. 2 Candidates for the office of Standing Auditor: 1) Romano Conti 2) Roberto Di Franza 3) Giuseppe Giuliano 4) Vincenzo Morelli 5) Antonello Gentile Candidates for the office of Alternate Auditor: 1) Luigi Attilio Mazzocchi 2) Gaetano Caiazzo List no. 2 obtained votes. Blank votes The following were therefore elected for the three-year period : (i) as Standing Statutory Auditors: Romano Conti, Chairman taken from list no. 2; Carlo Baldi, Guglielmo Cacchioli, Fabrizio Corradini and Pier Paolo Ferrari - all taken from list no. 1; (ii) as Alternate Statutory Auditors: Luigi Fontana taken from from list no. 1 and Luigi Attilio Mazzocchi taken from list no. 2. The curriculum vitae of each person elected is available in the "Governance - Corporate Bodies - Shareholders' Meeting Shareholders' Meeting" section of the Bank's website (

4 The Shareholders' Meeting appointed the Board of Arbiters for the three-year period The results of the election are indicated below. The following were elected: (i) as Standing Arbiters: Miranda Corradi (8.168 votes), Federico Ferrari Amorotti (8.124 votes), Vittorio Rossi (8.105 votes), Roberto Bernardi (7.450 votes) and Massimo Turchi (7.403 votes). Blank votes 7.096; (ii) as Alternate Arbiters: Pier Luigi Cerutti (9.393 votes) and Philip Bergamini (8.116 votes). Blank votes With reference to the bonuses for the years 2011 and 2012, and subject to specific conditions of activation, these plans envisage the free and personal allocation of a certain quantity of "phantom stock" that gives each recipient the right to receive, on maturity of any periods of deferment and/or Page 4 of 5 The Shareholders' Meeting confirmed as Director, for the rest of the period , Luigi Odorici, the current General Manager of the Bank, already co-opted and also appointed Managing Director with resolution of Board of Directors of 10 January The results of the election are indicated below. The following person was elected: Luigi Odorici with votes. Blank votes Mr Odorici is an executive director and non independent pursuant to arts.147-ter and 148 CFA. The curriculum vitae of Odorici is available in the "Governance - Board of Directors" section of the Bank's website ( As regards the remuneration, the Shareholders' Meeting determined the amount to be paid to the Directors for 2012 and the amount to be paid to the Board of Statutory Auditors for the three-year period The Shareholders' Meeting then approved the Remuneration Reportas per art. 123-ter CFA and the remuneration policies for 2012 of the Banca popolare dell Emilia Romagna Group. In addition, the annual report on implementation of the remuneration policies for 2011 was submitted to the Shareholders' Meeting for information purposes. Lastly, the Shareholders' Meeting approved the following remuneration plans for selected resources of the Group: (i) "phantom stock plan 2011 ; (ii) "phantom stock plan 2012.

450 votes) and Massimo Turchi (7.403 votes). Blank votes 7.096; (ii) as Alternate Arbiters: Pier Luigi Cerutti (9.393 votes) and Philip Bergamini (8.116 votes). Blank votes 7.287.

5 retention, a cash bonus equivalent to the market value of the Bank's shares on set dates. As per arts. 77 and 85 of Consob Resolution 11971/99, the minutes of the Shareholders' Meeting will be made available to the general public by the legal deadline. Banca Popolare dell'emilia Romagna Società cooperativa Investor Relations Gilberto Borghi Tel. (+39)059/ gilberto.borghi@bper.it General Secretariat Emanuele Vasirani Tel. (+39)059/ emanuele.vasirani@bper.it External Relations Press Sebastiano Simonini Tel. (+39)059/ sebastiano.simonini@bper.it Page 5 of 5

Banca Popolare dell'emilia Romagna Società cooperativa Investor Relations Gilberto Borghi Tel. (+39)059/202 2194 gilberto.borghi@bper.

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE Società cooperativa Head office at Via San Carlo 8/20, Modena, Italy Modena Companies Register and Tax code/vat no. 01153230360 Register of Banks no. 4932 and Register of Cooperatives no. A163859 Member