Banca Popolare dell'Emilia Romagna : Shareholders' Agreement in relation to CARISPAQ

Banca popolare dell'Emilia Romagna ("BPER") informs that today a new Shareholders' Agreement ("the Agreement") with Fondazione Cassa di Risparmio della Provincia dell'Aquila ("Fondazione") has been signed, in relation to Cassa di Risparmio della Provincia dell'Aquila ("Carispaq"), replacing the one signed on 12 October 2009, which no longer applies. The Agreement is, among the others, a consequence of the results of the Public Exchange Offers, launched for the subsidiary banks published on 10 January 2012.

Carispaq forms part of the BPER Banking Group under the direct control of BPER, the Parent Bank.
The composition of Carispaq's shareholders, given a share capital of Euro 80,001,000 represented by 16,000,200 ordinary shares of par value Euro 5.00 each, is as follows:

- BPER, with 15,162,514 shares, holds 94.765% of the share capital;
- Fondazione, with 816,011 shares, holds 5.100%;
- Individual shareholders, with 21,675 shares, hold 0.135 %.

Providing that Fondazione continues to hold a stake of at least 5% of Carispaq's share capital, the agreement gives it the right to nominate:

- three members of the Board of Directors;
- a member of the Executive  Committee;
- one Standing Auditor.

The Agreement also provides that the parties promptly consult before appointing the members of the corporate bodies, including the Chairman of the Board of Directors; it also states that Fondazione has a right to be informed of any extraordinary resolutions by Carispaq's board or shareholders authorising mergers or spin-offs.

The Agreement lasts for five years from the date of signing. It does not affect the current composition of the corporate bodies, which is confirmed until the natural expiry date, which is the date of approval of the financial statements at 31.12.2013.