NOTICE OF REDEMPTION OF BPER BANCA S.P.A.
Euro 400,000,000 Fixed Rate Tier 2 Subordinated Callable Notes due 30 November 2030 under Euro 6,000,000,000 EMTN Programme
ISIN CODE: XS2264034260
(the "Notes")
By this notice, BPER Banca S.p.A. (the "Issuer") - having received permission by the Relevant Authority in accordance with Condition 4(k) (Conditions to Redemption and Purchase of the Notes) - elects and notifies that it will redeem all outstanding Notes on 30 November 2025 (the "Optional Redemption Date"), in accordance with Condition 4(d) (Redemption at the option of the Issuer - Call Option) of the terms and conditions applicable to the Notes (the "Conditions") contained in the Base Prospectus dated 28 January 2020, as supplemented on 26 February 2020, 8 June 2020 and on 13 November 2020, published in the context of the issue of the Notes.
Citibank N.A., London Branch (the "Agent") and the Noteholders are hereby informed that, on the Optional Redemption Date, all outstanding Notes will be redeemed, in whole, at their aggregate principal amount (i.e. for a redemption amount equal to Euro 400,000,000.00), together with any accrued and unpaid interest thereon to (but excluding) the Optional Redemption Date.
The redemption will be effected in accordance with Condition 5 (Payments) and Clause 7 of the agency agreement entered into by the Issuer and the Agent on 28 January 2020 and all payments due in respect of the Notes represented by Global Notes will be made to, or to the order of, the holders of the Global Notes, subject to and in accordance with the provisions of the Global Notes.
Finally, in accordance with Condition 4(j) (Cancellation), all Notes so redeemed will be cancelled.
4 November 2025 BPER Banca S.p.A.