Conference call with Mr. Fabrizio Viola (BPER CEO).

Here attached a set of charts and Conference Call Audio MP3.

MONDAY, 29TH AUGUST 2011, AT 9.30 (CET) – 8.30 (GMT)

Conference call with Mr. Fabrizio Viola (BPER CEO) for the presentation of Consolidated Half Year Results As Of June 30, 2011.

MONDAY, NOVEMBER 14th 2011, AT 9.00 (CET) - 8.00 (GMT)

The Board of Directors of Banca popolare dell’Emilia Romagna meets to review and approve the Bank's and Group's financial statements at  December 31st 2011 and the Business Plan 2012 - 2014.

Presentation of the
 

BUSINESS PLAN 2012-2014

2011 BPER GROUP CONSOLIDATED RESULTS
 

The presentation will be led by :
 

Mr. Luigi Odorici, CEO
 

The presentation will take place:
 

c/o “Meliorbanca Building”, Via G. Negri 10, Milan

• 10:00 (CET) registration and welcome coffee
• 10:30 (CET) presentation

The event will be also available:

• via audio webcasting on BPER Group’s website: www.gruppobper.it  or www.bper.it
• via conference call dialing the following numbers:

Italia: +39 02 805 88 11
UK: +44 1212 818003
USA: +1 718 7058794

The presentation will be followed by a Q&A session.

Mssrs Shareholders' are called to the ordinary Shareholders’ Meeting on April 20th 2012 at 9:00 A.M. in first call at "Modena Fiere", in Modena, main entrance in Viale Virgilio and on Saturday, April 21st 2012 in second call at the same time and same place to discuss the following


AGENDA:


1) presentation of the draft 2011 financial statements and relevant reports; presentation of the consolidated financial statements; proposal to distribute the net profit, to effect also by free assignment of treasury shares in portfolio to the shareholders; related and consequent resolutions;
2) appointment of seven Directors for the three-year period 2012-2014;
3) appointment of the Board of Statutory Auditors for the three-year period 2012-2014;
4) appointment of the Arbitration Board for the three-year period 2012-2014;
5) appointment of a Director for the remainder of the three-year period 2010-2012;
6) determination of the amount of fees to pay to the Directors for the year 2012;
7) determination of the fees due to the Board of Statutory Auditors for the three-year period 2012-2014;
8) approval of the Remuneration Report pursuant to Art. 123-ter of Italian Leg. Decree no. 58 of February 24th 1998, including the remuneration policies for the financial year 2012 of Banca popolare dell'Emilia Romagna Group and the annual report on implementation of the remuneration policies in the financial year 2011;
9) approval of the remuneration scheme pursuant to Art. 114-bis of Italian Leg. Decree no. 58 of February 24th 1998 implementing remuneration policies for the financial year 2011 of Banca popolare dell’Emilia Romagna Group;
10) approval of the remuneration scheme pursuant to Art. 114-bis of Italian Leg. Decree no. 58 of February 24th 1998 implementing remuneration policies for the financial year 2012 of Banca popolare dell’Emilia Romagna Group.

The Board of Directors of Banca popolare dell’Emilia Romagna meets to review and approve the Bank's and Group's financial statements at March 31st 2012

Presentation
 

CONSOLIDATED QUARTERLY RESULTS as of MARCH 31, 2012
 

EXECUTIVE SUMMARY

Consolidated net profit of € 72.4 million, up 10.1% y/y

Positive trend in operating result of € 438.8 million, thanks to stable core revenues and lower loan adjustments

Good performance by direct deposits and substantial improvement in the net interbank position

Net profit of € 72.4 million, an increase of over 10% on the same period of 2010 (€ 65.8 million).
Net interest and other banking income of € 513.6 million, substantially in line with the same period of 2010 (-0.4%): increase in net interest income (+1.5%), with a slight decline in net commission income (-2.3%) and a lower contribution on the part of the net profit from financial activities (-13.3%).
Operating result of € 438.8 million (+7.2%), following the sharp decline in loan adjustments which come to € 75.1 million (-27.8% y/y).
Cost of credit for the period which amounts to 16 bps compared with 23 bps in the same period of 2010 (annualised at 64 bps versus 92 bps in 2010).
Core Tier 1 ratio calculated pro-forma at 7.1% compared with 6.8% at 31 December 2010.
Modena, May 13, 2011

Press Release

Notice is hereby given that, in today's meeting, the Board of Directors acknowledged the measures taken by Consob with its resolution No. 17777 of 11 May 2011, concerning the temporary suspension of Mr. Luigi Cremonini from his role of Director for a period of four months.

Modena, June 14, 2011

PRESS RELEASE IN ACCORDANCE WITH ART. 114 OF THE FINANCE CONSOLIDATION ACT (FCA) AND ART. 66 OF THE ISSUERS' REGULATION

The Board of Directors of the Banca popolare dell’Emilia Romagna, Società Cooperativa (“BPER”), in its meeting of today, approved a proposal to strengthen capital (“Proposal to Strengthen Capital”). The Proposal to Strengthen Capital foresees:

1. promotion by BPER of the volunteer public tender offers concerning the ordinary shares of the banks belonging to the BPER banking Group (with the exclusion of Banco di Sardegna S.p.A.);

2. early repayment, in whole or in part, by BPER of the bonds entitled “BPER 4% 2010-2015 subordinated convertible with faculty for repayment in shares” issued by BPER on 5 March 2010;

3. request for powers for the issue of a new convertible bond for a maximum amount of Euro 250 million, to meet the probable repayment of the Bond “Banca popolare dell’Emilia Romagna subordinated convertible 3.70%, 2006-2012,” which is close to maturity (31 December 2012).

The objectives intended to be met by the Proposal to Strengthen Capital are:

- increase of Common Equity, respecting the requirements of Basel III, in advance of the timing foreseen by the new regulations, without requesting any further financial resources from shareholders and with a contained dilutive impact on future earnings per share;

- facilitation of the streamlining of the Group's operations, especially by means of the simplification of governance, induced by a reduction in the minority holdings in banking subsidiaries;

-  increase in BPER's shareholders with a consequent benefit in terms of greater liquidity of the shares and greater liquidity of the investment for new BPER shareholders;

- enabling current shareholders of the banking subsidiaries to participate in the wider project of enhancing the Group, thus with some diversification with respect to what is normally expected of individual banking subsidiaries. In particular, the Proposal to Strengthen Capital will be carried out by means of the transactions detailed below, subject to the granting of the necessary approvals by the relevant authorities, including the Bank of Italy.

Modena, June 14, 2011

NOTICE OF CALLING OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

The Shareholders are called to attend an Ordinary and Extraordinary Meeting on 2 September 2011 at 9.00 a.m., at first calling, at the "Modena Fiere", in Modena, main entrance in Viale Virgilio and on Saturday 3 September 2011 at second calling at the same time and place, to discuss the following:

AGENDA:

Ordinary part:

1) approval of the remuneration and incentive policies in favour of the bodies with supervisory, management and control functions and the staff.

Extraordinary part:

1) proposal to give the Board a mandate as per art. 2443 of the Italian Civil Code,, which can be exercised up to 31 December 2012, to increase in one or more tranches, excluding option rights, as per art. 2441.4 of the Italian Civil Code, the share capital for a maximum amount at par of Euro 174,000,000.00 by issuing up to a maximum of 58,000,000 ordinary shares of par value Euro 3.00 each, in addition to a share premium to be determined in compliance with art. 2441.6 of the Italian Civil Code, to service the voluntary public tender offer. Amendment to art. 6 of the Articles of Association. Related resolutions;

2) a proposal to give the Board a mandate as per art. 2443 of the Italian Civil Code,, which can be exercised up to 5 March 2015, to increase in one or more tranches, excluding option rights, as per art. 2441.4 of the Italian Civil Code, the share capital for a maximum amount at par of Euro 21,867,000.00 by issuing up to a maximum of 7,289,000 ordinary shares of par value Euro 3.00 each to service the possible exercise of the option right for total or partial early redemption and/or redemption on maturity with settlement in shares or a combination of shares and cash of the bonds in circulation of the Bond Loan entitled “BPER 4% 2010-2015 subordinated convertible with reimbursement in shares”, issued on 5 March 2010, in addition to the mandate granted by the Extraordinary Shareholders' Meeting of 16 April 2011. Amendment to art. 6 of the Articles of Association. Related resolutions;

3) a proposal to grant to the Board of Directors, in accordance with Art. 2420-ter of the Italian Civil Code, the powers, to be exercised within 5 years, to issue on one or more occasions bonds convertible into BPER ordinary shares, to be offered to those entitled to them, for a maximum nominal amount of Euro 250,000,000 and, consequently, to increase the share capital to service the conversion for a total maximum amount of Euro 250,000,000.00, including any share premium, by issuing BPER ordinary shares with normal dividend and voting rights and the same characteristics as the shares in circulation at the issue date. Amendment to art. 6 of the Articles of Association. Related resolutions;

4) proposed amendments to articles 6, 7, 9, 10, 18, 24, 26 and 43 of the Articles of Association. Related resolutions.

Banca popolare dell’Emilia Romagna s.c. informa che la controllata Optima S.p.A. SGR,
nell'ambito del processo di cessione delle attività di gestione collettiva del risparmio a quest'ultima
riferibili, ha deliberato, d’intesa con la Capogruppo, di avviare una trattativa in esclusiva con Arca
SGR S.p.A.. Tale decisione è stata assunta all’esito di un’attenta analisi delle Offerte Vincolanti
ricevute da più operatori, tenendo conto, anche nell’interesse dei sottoscrittori, sia degli aspetti di
carattere industriale sia dei profili economico-finanziari. In caso di esito positivo di tale trattativa, si
procederà alla stipula di un accordo che sarà, naturalmente, subordinato all’ottenimento delle
autorizzazioni previste dalla legge.

Inoltre, Banca popolare dell’Emilia Romagna informa che la propria controllata Meliorbanca
S.p.A., in data 25 luglio, ha perfezionato la cessione, a favore di Exprivia S.p.A., del 100% del
capitale di Sistemi Parabancari S.r.l. (“Sis.Pa.”), per un corrispettivo complessivo di Euro 5,1
milioni (dopo aver incassato nel corso del 2011 dividendi e distribuzione parziale di riserve per
complessivi Euro 1,3 milioni). Sis.Pa. è una società operante in Italia nell’outsourcing di servizi
informatici, legali e amministrativi rivolti alle società di factoring, che ha generato nel 2010 ricavi
da core business per circa Euro 7,1 milioni, un EBITDA di circa Euro 1,7 milioni ed un utile netto
di circa Euro 1,1 milioni.

Banca popolare dell'Emilia Romagna comunica altresì che il proprio Consiglio di Amministrazione,
nella seduta del 26 luglio, ha deliberato di apportare alcune modifiche al “Regolamento per
l’ammissione a socio”. Oltre ad interventi di carattere formale, anche in recepimento di precedenti
modificazioni dello Statuto sociale e della normativa rilevante, sono state riformulate alcune
clausole del Regolamento, riguardanti, in particolare, gli organismi di investimento collettivo del
risparmio e i documenti da presentarsi nell’ambito dell’iter procedurale di ammissione. Particolare
attenzione è stata riservata all’aggiornamento delle clausole che impongono ai richiedenti di fornire
sufficienti elementi di trasparenza relativamente alla propria identità e attività. Il nuovo
“Regolamento per l’ammissione a socio” entrerà in vigore dal 15 settembre 2011.

Si informa infine che il Consiglio di Amministrazione della Banca, nella medesima seduta, ha
deliberato le “Politiche di Remunerazione e Incentivazione”, da sottoporre all’Assemblea Ordinaria
dei Soci convocata per il 2-3 settembre prossimi, al fine di dare applicazione alle disposizioni in
materia emanate da Banca d’Italia in data 30 marzo 2011.
In tale contesto il Consiglio, nell’ambito dell’attività di adeguamento contrattuale prevista dalle
disposizioni, ha altresì deliberato, con piena condivisione da parte dell’Amministratore delegato,
una revisione della remunerazione di quest’ultimo (finora determinata unicamente in misura fissa,
nell’importo di Euro 1.700.000 annui).
In conformità alle accennate disposizioni di Vigilanza, la remunerazione è stata divisa in quota fissa
ed in quota variabile, con quest’ultima destinata a determinarsi in relazione ai risultati, corretti per i
rischi, effettivamente conseguiti.
Nello specifico è stata prevista la corresponsione, per la carica, di un emolumento annuo di Euro
1.360.000 e l’eventuale riconoscimento di un bonus di massimi Euro 340.000 annui, conseguibile al
raggiungimento di obiettivi quali-quantitativi determinati dal Consiglio di Amministrazione.
A seguito della descritta rimodulazione, la remunerazione dell’Amministratore delegato si conferma
in linea con la media dei valori di mercato per posizioni comparabili.

BPER would like to announce that on 1 August 2011 the Council of State ordered to suspend the residual sanctions applied by CONSOB Provision no. 17777 of 11 May 2011 against Mr. Luigi Cremonini.

BPER would like to announce that the documentation for the matters on the agenda of the Ordinary

and Extraordinary Shareholders' Meeting - called on 2 September 2011, at first calling, and on

Saturday 3 September 2011, at second calling - is available at the Bank's head office, at the offices of Borsa Italiana S.p.A. and on the Bank's website www.bper.it, in accordance with current regulations.

Executive summary


Total consolidated net profit of € 96.1 million

Positive trend in net operating profit, € 859.4 million: good trend in net interest
income and financial activities with lower loan adjustments

Balanced growth in lending and funding

- Net interest and other banking income of € 1,040.4 million, an increase of 2.7% compared
with same period of 2010: growth in net interest income (2.6% y/y), a slight decline in net
commission income (-2.8% y/y) and a positive contribution from the net result of financial
activities.


- Net operating income of € 859.4 million (5.7% y/y), which has also benefited from the
decline in loan adjustments, which amounted to € 175.7 million (-8.9% y/y).


- Cost of credit for the period which amounts to 37 bps compared with 42 bps in the same
period of 2010 (annualised at 74 bps versus 79 bps in 2010).


- Net profit of € 96.1 million, a decrease of 55.4% on the same period of 2010 (€ 215.2 million). Net
of extraordinary income and charges in both periods1, the net result shows a significant
increase: 45.4% y/y.


- Core Tier 1 ratio of 6.8% (pro-forma2 7%) compared with 6.8% at 31 December 2010.

Banca popolare dell'Emilia Romagna would like to announce that on 3 September 2011, the ordinary and extraordinary part of the Shareholders' Meeting approved all of the matters on the agenda by a large majority. In particular:

1) a proposal to give the Board a mandate as per art. 2443 of the Italian Civil Code, which canbe exercised up to 31 December 2012, to increase in one or more tranches, excluding optionrights, as per art. 2441.4 of the Italian Civil Code, the share capital for a maximum amount at par of Euro 174,000,000.00 by issuing up to a maximum of 58,000,000 ordinary shares of par value Euro 3.00 each, in addition to a share premium to be determined in compliance with art. 2441.6 of the Italian Civil Code, to service the voluntary public exchange offer and the related amendment to art. 6 of the Articles of Association;
2) a proposal to give the Board a mandate as per art. 2443 of the Italian Civil Code, which can be exercised up to 5 March 2015, to increase in one or more tranches, excluding option rights, as per art. 2441.4 of the Italian Civil Code, the share capital for a maximum amount at par of Euro 21,867,000.00 by issuing up to a maximum of 7,289,000 ordinary shares of par value Euro 3.00 each to service the possible exercise of the option right for total or partial early redemption and/or redemption on maturity with settlement in shares or a combination of shares and cash of the bonds in circulation of the Bond Loan entitled “BPER 4% 2010-2015 subordinated convertible with reimbursement in shares”, issued on 5 March 2010, in addition to the mandate granted by the Extraordinary Shareholders' Meeting of 16 April 2011 and the related amendment to art. 6 of the Articles of Association;
3) a proposal to grant to the Board of Directors, in accordance with Art. 2420-ter of the Italian Civil Code, the powers, to be exercised within 5 years, to issue on one or more occasions bonds convertible into BPER ordinary shares, to be offered to those entitled to them, for a maximum nominal amount of Euro 250,000,000.00 and, consequently, to increase the share capital to service the conversion for a total maximum amount of Euro 250,000,000.00, including any share premium, by issuing BPER ordinary shares with normal dividend and voting rights and the same characteristics as the shares in circulation at the issue date and the related amendment to art. 6 of the Articles of Association;
4) proposed amendments to articles 6, 7, 9, 10, 18, 24, 26 and 43 of the Articles of Association. The documents explaining these topics on the agenda, which were handed out to Shareholders at the ordinary and extraordinary Meeting and published on the website of Borsa Italiana s.p.a., are available to the general public at the Bank's head office in Via San Carlo 8/20, Modena or on its web site (www.bper.it). The documents have been attached to the minutes of the meeting.

On 2 September 2011, the Bank of Italy issued notification in accordance with arts. 56 and 61 of Decree 385/93. With this notification, the Supervisory Authority confirmed that the amendments to the Articles of Association comply with the principles of good and prudent management.
The entire text of the amended Articles of Association will be sent to Consob and Borsa Italiana S.p.A. by the legal deadline.

COMUNICATO AI SENSI DELL’ARTICOLO 102, PRIMO COMMA, DEL DECRETO LEGISLATIVO N. 58 DEL 24 FEBBRAIO 1998

PRESS RELEASE IN ACCORDANCE WITH ART. 114 OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998
BPER WOULD LIKE TO ANNOUNCE ITS DECISION TO LAUNCH A VOLUNTARY PUBLIC EXCHANGE OFFERS FOR THE ORDINARY SHARES HELD BY SHAREHOLDERS OTHER THAN BPER OR ITS CONTROLLED BANKS IN THE FOLLOWING BANKS:

BANCA POPOLARE DI RAVENNA S.P.A.
BANCA POPOLARE DI LANCIANO E SULMONA S.P.A.
BANCA POPOLARE DEL MEZZOGIORNO S.P.A.
BANCA POPOLARE DI APRILIA S.P.A.
BANCA DELLA CAMPANIA S.P.A.
CASSA DI RISPARMIO DELLA PROVINCIA DELL’AQUILA S.P.A.
BANCA DI SASSARI S.P.A.

Signing of a preliminary agreement with ARCA SGR S.p.A. for the sale of the “Optima S.p.A. SGR” mutual funds business unit

Banca popolare dell’Emilia Romagna s.c. (“Bper”) announces that its subsidiary, Optima S.p.A. SGR (“Optima”), has signed a preliminary agreement today with Arca SGR S.p.A. (“Arca”) for the sale of its mutual funds business unit (the “Business unit” or “Mutual funds business unit”), which includes the collective anagement activities for the funds carried out by Optima. The Business unit comprises, inter alia, thirteen open-ended harmonised mutual funds included in the Optima Funds System (the “Optima funds”), with assets under management amounting to €1.007 billion at 31 August 2011, already managed by Arca.
Execution of the transaction is subject, inter alia, to the approval by the Supervisory authorities.
The sales price will be calculated at the transaction effective date, based on the actual value of the assets at such date, and will be subject to a partial adjustment mechanism over the medium term.
Optima is assisted in this transaction by KPMG Corporate Finance, as financial advisor, and KStudio Associato, as legal advisor.

NOTICE TO HOLDERS OF CONVERTIBLE BONDS OF THE "BPER 4% 2010-2015
SUBORDINATED BOND CONVERTIBLE INTO SHARES WITH FACULTY FOR
REPAYMENT IN SHARES"

EXERCISE OF THE EARLY REPAYMENT RIGHT WITH SETTLEMENT IN SHARES


Banca popolare dell’Emilia Romagna, Società cooperativa ("BPER") announces its decision to proceed
with the early repayment of the 24,794,223 bonds currently in circulation of the "BPER 4% 2010-2015
subordinated convertible bond with faculty for repayment in shares", ISIN Code IT0004559313,
issued on 5 March 2010 (the "CB 2010-2015"), pursuant to art. 11 of the CB 2010-2015 Regulation (the
"Regulation").

BPER HAS FILED WITH CONSOB THE DOCUMENTS RELATING TO THE VOLUNTARY PUBLIC EXCHANGE OFFERS LAUNCHED BY BANCA POPOLARE DELL’EMILIA ROMAGNA, SOCIETÀ COOPERATIVA (“BPER”)  FOR THE ORDINARY SHARES HELD BY SHAREHOLDERS OTHER THAN BPER IN THE FOLLOWING BANKS:

- BANCA POPOLARE DI RAVENNA S.P.A.
- BANCA POPOLARE DI LANCIANO E SULMONA S.P.A.
- BANCA POPOLARE DEL MEZZOGIORNO S.P.A.
- BANCA POPOLARE DI APRILIA S.P.A.
- BANCA DELLA CAMPANIA S.P.A.
- CASSA DI RISPARMIO DELLA PROVINCIA DELL’AQUILA S.P.A.
- BANCA DI SASSARI S.P.A.

Today, in accordance with articles 102.3, of the CFA and 37-ter of the Issuers' Regulations, Banca Popolare dell'Emilia Romagna, Società Cooperativa filed with the National Commission for Companies and the Stock Exchange ("Consob"), for its review and authorization to publish, the offering documents for each of the voluntary public exchange offers launched by BPER for the ordinary shares held by shareholders other than BPER in the following banks: Banca Popolare di Ravenna S.p.A., Banca Popolare di Lanciano e Sulmona S.p.A., Banca Popolare del Mezzogiorno S.p.A., Banca Popolare di Aprilia S.p.A., Banca della Campania S.p.A., Cassa di Risparmio della Provincia dell’Aquila S.p.A. and Banca di Sassari S.p.A.

VOLUNTARY PUBLIC EXCHANGE OFFERS LAUNCHED BY BANCA POPOLARE DELL’EMILIA ROMAGNA, SOCIETÀ COOPERATIVA (“BPER”) FOR THE ORDINARY SHARES HELD BY SHAREHOLDERS OTHER THAN BPER OR ITS SUBSIDIARIES IN THE FOLLOWING BANKS:

This is in connection with the voluntary public exchange offers launched by Banca popolare dell’Emilia Romagna, Società cooperativa for the ordinary shares held by shareholders other than BPER and its subsidiaries in Banca Popolare di Ravenna S.p.A., Banca Popolare di Lanciano e Sulmona S.p.A., Banca Popolare del Mezzogiorno S.p.A., Banca Popolare di Aprilia S.p.A., Banca della Campania S.p.A., Cassa di Risparmio della Provincia dell’Aquila S.p.A. and Banca di Sassari S.p.A. (together, the “Offers”), for which the offering documents were submitted to Consob for its review on 26 September 2011 in accordance with Article 102.3 of the Consolidated Finance Act (CFA).
BPER would like to announce that Consob on 28 September 2011 asked under Article 102.4 of the CFA to provide the following additional information on each of the Offers as it becomes available: (i) the opinion of the independent auditors (PricewaterhouseCoopers) on the fairness of the issue price of the BPER shares to be offered in exchange to those who accept the Offers, in accordance with Article 2441.6 of the Civil Code and Article 158 of the CFA; and (ii) the sworn reports of the expert appointed by the Court of Modena (Reconta Ernst & Young SpA) relating to the value of the shares of the banks involved in the Offers, in accordance with Article 2440.1 and Article 2343 of the Civil Code. 
So under Article 102.4 of the CFA, the period of time required for the review of the offer document will remain in suspense from 28 September 2011 until Consob has received these documents. However, this suspension cannot exceed 15 days.

VOLUNTARY PUBLIC EXCHANGE OFFERS LAUNCHED BY BANCA POPOLARE DELL’EMILIA ROMAGNA, SOCIETÀ COOPERATIVA (“BPER”) FOR THE ORDINARY SHARES HELD BY SHAREHOLDERS OTHER THAN BPER OR ITS SUBSIDIARIES IN THE FOLLOWING BANKS:

This is in connection with the voluntary public exchange offers launched by Banca popolare dell’Emilia Romagna, Società cooperativa for the ordinary shares held by shareholders other than BPER and its subsidiaries in Banca Popolare di Ravenna S.p.A., Banca Popolare di Lanciano e Sulmona S.p.A., Banca Popolare del Mezzogiorno S.p.A., Banca Popolare di Aprilia S.p.A., Banca della Campania S.p.A., Cassa di Risparmio della Provincia dell’Aquila S.p.A. and Banca di Sassari S.p.A. (together, the “Offers”), for which the offering documents were submitted to Consob for its review on 26 September 2011 in accordance with Article 102.3 of the Consolidated Finance Act (CFA).

BPER would like to announce that Consob on 28 September 2011 asked under Article 102.4 of the CFA to provide the following additional information on each of the Offers as it becomes available: (i) the opinion of the independent auditors (PricewaterhouseCoopers) on the fairness of the issue price of the BPER shares to be offered in exchange to those who accept the Offers, in accordance with Article 2441.6 of the Civil Code and Article 158 of the CFA; and (ii) the sworn reports of the expert appointed by the Court of Modena (Reconta Ernst & Young SpA) relating to the value of the shares of the banks involved in the Offers, in accordance with Article 2440.1 and Article 2343 of the Civil Code. 
So under Article 102.4 of the CFA, the period of time required for the review of the offer document will remain in suspense from 28 September 2011 until Consob has received these documents. However, this suspension cannot exceed 15 days.

We inform that today the employment relationship between Banca popolare dell’Emilia Romagna (hereinafter “BPER”) and the General Manager, Mr. Mimmo Guidotti, for strictly personal reasons, has been resolved by mutual consent with effect beginning from 1 November 2011.

Before this date, BPER’s Board of Directors will take every opportune decision regarding the appointment of the new General Manager.

The Bank wishes to thank Mr. Guidotti for the intense and profitable contribution granted during the years he worked in the BPER Banking Group.

VOLUNTARY PUBLIC EXCHANGE OFFERS LAUNCHED BY BANCA POPOLARE DELL’EMILIA ROMAGNA,
SOCIETÀ COOPERATIVA (“BPER”) FOR THE ORDINARY SHARES HELD BY SHAREHOLDERS OTHER THAN
BPER OR ITS SUBSIDIARIES IN THE FOLLOWING BANKS:

(link to documents on bper.it) - (ITA)

CONSOB HAS AUTHORISED PUBLICATION OF THE OFFERING DOCUMENTS FOR THE VOLUNTARY PUBLIC EXCHANGE OFFERS LAUNCHED BY BANCA POPOLARE DELL’EMILIA ROMAGNA, SOCIETÀ COOPERATIVA (“BPER”) FOR THE ORDINARY SHARES HELD BY SHAREHOLDERS OTHER THAN BPER OR ITS SUBSIDIARIES IN THE FOLLOWING BANKS:

Banca popolare dell’Emilia Romagna: Standard & Poor's revised the Bank’s long-term rating to “BBB+” from “A-“ on weaker Italian banking sector and affirmed short-term rating at “A-2“ and outlook “Stable” .


Banca popolare dell’Emilia Romagna informs that on 18 October 2011, the rating agency Standard & Poor’s has revised the Bank’s long-term rating to “BBB+” from “A-“ and affirmed short-term rating at “A-2”  and outlook “Stable”.

 
The above mentioned rating action is part of a revision of the ratings on a multiple Italian Financial institutions, reflecting the rating agency view that Italian banks’ profitability could decline in the next couple of years, given the likely sizable increase in their funding costs, volatility in the capital markets, and reduced prospects for credit growth.

 
The Standard and Poor’s press release is attached.

END OF THE MEASUREMENT PERIOD FOR EXERCISING THE OPTION FOR EARLY REDEMPTION WITH SETTLEMENT IN SHARES OF ALL THE BONDS OF THE BPER 4% 2010-2015 CONVERTIBLE BOND LOAN - ISIN CODE IT0004559313 

BPER would like to announce that today marked the end of the "Redemption Measurement Period" envisaged in art. 11 of the Regulations governing the “BPER 4% 2010-2015 subordinated convertible bond loan with right of redemption in shares” issued by BPER on 5 March 2010 and today represented by 24,792,868 convertible bonds (the “CBL 2010-2015”).
At the end of this period, which began on 23 September 2011, the market price of BPER's shares posted during the "Redemption Measurement Period" - a straight average of the market prices of BPER's shares during the period - is equal to Euro 6.9702, i.e. less than the "Conversion Price" of Euro 10.00.
Having BPER opted for early redemption of the CBL 2010-2015 with full settlement in the form of shares, in accordance with art. 11.b) point (i) of the Loan Regulations, BPER will deliver to holders of the bonds, on the "Repayment Date" set for 28 October 2011, a total number of BPER shares equal to 37,135,519, using all of the BPER shares already authorised by the competent corporate bodies for this purpose. The 1,991,270 shares that are lacking (compared with the total of 39,126,789 BPER shares to be allocated to bondholders) will be paid in cash under art. 11 of the Regulations governing the CBL 2010-2015, by payment of a total of Euro 13,879,550.00, which is the result of multiplying  the 1,991,270 BPER shares that are lacking by Euro 6.9702 (i.e. the market price of the BPER shares posted during the "Redemption Measurement Period").      
Further details on the method of redemption of the CBL 2010-2015 will be provided in a notice to be published as soon as possible in accordance with arts. 11 and 18 of the CBL 2010-2015 Regulations.

The Board of Directors of Banca popolare dell’Emilia Romagna met today and approved the appointment of Mr. Luigi Odorici as the new General Manager from 1 November 2011. He is currently Deputy General Manager and has gained extensive experience within the BPER Group, holding positions of increasing responsibility. He takes over from Mr. Mimmo Guidotti, who will leave the Bank effective the same day.

 Today, the Board of Directors also approved the guidelines of the Bank's new organisational structure, proposed by the Managing Director in order to:
- reinforce the Parent Bank's action in providing the Group with guidance and coordination;
- enhance the Parent Bank's role in credit management and in the supervision of business risk;
- ensure better coordination on the commercial front.

The Managing Director has been given a mandate to draft a comprehensive proposal to be submitted to the Board in time to ensure that the new organisational structure takes effect on 1 January 2012.

NOTICE TO HOLDERS OF CONVERTIBLE BONDS OF THE  "BPER 4% 2010-2015 SUBORDINATED CONVERTIBLE BOND WITH FACULTY FOR REPAYMENT IN SHARES"


 
EARLY REPAYMENT WITH SETTLEMENT IN SHARES

As a follow-up to the notice published on 20 September 2011, BPER would like to announce that 20 October 2011 marked the end of the "Repayment Measurement Period" envisaged and defined in art. 11 of the Regulations governing the “BPER 4% 2010-2015 subordinated convertible bond with faculty for repayment in shares”, ISIN Code IT0004559313 issued by BPER on 5 March 2010 and today represented by 24,792,868 convertible bonds (the “CB 2010-2015”).
At the end of this period, which began on 23 September 2011, the market price of BPER's shares posted during the "Repayment Measurement Period" - a straight average of the market prices of BPER's shares during the period - is equal to Euro 6.9702, (the "Market Price of BPER's Shares during the Repayment Measurement Period"), i.e. less than the "Conversion Price" of Euro 10.00.
Having opted for early redemption of the CB 2010-2015 with full settlement in the form of shares, in accordance with art. 11.b) point (i) of the Loan Regulations, BPER will deliver to holders of the bonds, on the repayment date set for 28 October 2011 (the "Repayment Date"), a total number of BPER shares equal to 37,135,519, using all of the new BPER shares already authorised by the competent corporate bodies for this purpose. The 1,991,270 shares that are lacking (compared with the total of 39,126,789 BPER shares to be allocated to bondholders) will be paid in cash under art. 11 of the Regulations governing the CB 2010-2015, by payment of a total of Euro 13,879,550 (the "Cash Repayment"), which is the result of multiplying the 1,991,270 BPER shares that are lacking by Euro 6.9702 (i.e. the market price of the BPER shares during the Redemption Measurement Period).   
BPER will deliver BPER shares to the bondholders up to a round number, paying cash for any fractional shares, rounded up to the nearest euro, based on the Market Price of BPER Shares during the Repayment Measurement Period.
The allotment of BPER shares and cash payments due for fractional shares and by way of Cash Repayment will take place at the Repayment Date through authorised intermediaries that are members of the Monte Titoli S.p.A. centralised management system.  
BPER informs that if the value of the BPER shares allotted to bondholders, valued at the official price of such shares on the Repayment Date (together with any amounts paid for fractional shares and by way of Cash Repayment), is lower than the nominal value of the bonds, BPER will pay to bondholders, on the first banking day following the Repayment Date, a sum of money by way of an adjustment equal to the difference between (a) the nominal value of the bonds and (b) the product of multiplying the official price of BPER shares at the Repayment Date by the number of BPER shares submitted (adding to this product any amount paid for fractional shares and by way of Cash Repayment), so that the total value attributed to bondholders is equal to the nominal value of the bonds. Further details regarding the calculation of this balance will be provided in a subsequent press release.

PRESS RELEASE PURSUANT TO ARTICLES 114 OF THE CONSOLIDATED FINANCE ACT (CFA) AND 66 OF THE ISSUERS' REGULATION

APPROVAL HAS BEEN GIVEN FOR THE INCREASE IN CAPITAL TO SERVE THE  VOLUNTARY PUBLIC EXCHANGE OFFERS LAUNCHED BY BANCA POPOLARE DELL’EMILIA ROMAGNA, SOCIETÀ COOPERATIVA (“BPER”) FOR THE ORDINARY SHARES HELD BY SHAREHOLDERS OTHER THAN BPER OR ITS SUBSIDIARIES IN THE FOLLOWING BANKS:


- BANCA POPOLARE DI RAVENNA S.P.A.
- BANCA POPOLARE DI LANCIANO E SULMONA S.P.A.
- BANCA POPOLARE DEL MEZZOGIORNO S.P.A.
- BANCA POPOLARE DI APRILIA S.P.A.
- BANCA DELLA CAMPANIA S.P.A.
- CASSA DI RISPARMIO DELLA PROVINCIA DELL’AQUILA S.P.A.
- BANCA DI SASSARI S.P.A.

Notice is hereby given that today the Board of Directors of BPER, in the exercise of the mandate granted by the Extraordinary Shareholders' Meeting of 3 September 2011, resolved to increase for payment on one or more occasions (both as a whole and within individual tranches), the share capital for a maximum par value of Euro 163,376,802.00, as well as a share premium, by issuing, not later than the deadline of 30 June 2012, a maximum of 54,458,934 ordinary shares with dividend rights and the same characteristics as those outstanding at the date of issuance, at a price of Euro 7.2121 per share, made up of Euro 3.00 of par value and Euro 4.2121 of share premium, to be paid in kind by contributing the bank shares submitted in acceptance of the public exchange offers communicated by BPER on 6 September 2011 and split into the following tranches:
(i) a maximum of 7,605,610 BPER ordinary shares to serve the voluntary public exchange offer for the shares of Banca Popolare di Ravenna S.p.A.;
(ii) a maximum of 16,610,913 BPER ordinary shares to serve the voluntary public exchange offer for the shares of Banca Popolare di Lanciano e Sulmona S.p.A.;
(iii) a maximum of 13,753,045 BPER ordinary shares to serve the voluntary public exchange offer for the shares of Banca Popolare del Mezzogiorno S.p.A.;
(iv) a maximum of 6,573,425 BPER ordinary shares to serve the voluntary public exchange offer for the shares of Banca Popolare di Aprilia S.p.A.;
(v) a maximum of 5,469,657 BPER ordinary shares to serve the voluntary public exchange offer for the shares of Banca della Campania S.p.A.;
(vi) a maximum of 3,220,910 BPER ordinary shares to serve the voluntary public exchange offer for the shares of Cassa di Risparmio della Provincia dell’Aquila S.p.A.; and
(vii) a maximum of 1,225,373 BPER ordinary shares to serve the voluntary public exchange offer for the shares of Banca di Sassari S.p.A.. 
As a consequence of this resolution, BPER will publish the Offer Documents relating to these offers, in view of the acceptance period agreed with Consob which runs from 7 November 2011 to 21 December 2011.

Notice of publication of the offer documents in accordance with Article 38, second paragraph, of CONSOB Regulation No. 11971 of 14 May 1999 as subsequently amended and supplemented (the “Issuers' Regulations”)

PUBLIC EXCHANGE OFFERS


This notice concerns the voluntary public exchange offers launched in accordance with Article 102 of Legislative Decree 58 of 24 February 1998 ("CFA") by Banca popolare dell'Emilia Romagna, Società cooperativa (the "Offerer" or "BPER") for the ordinary shares of Banca Popolare di Ravenna SpA ("Banca Ravenna Offer"), Banca Popolare di Lanciano e Sulmona SpA ("Banca Lanciano e Sulmona Offer"), Banca Popolare del Mezzogiorno SpA ("Banca Mezzogiorno Offer"), Banca Popolare di Aprilia SpA ("Banca Aprilia Offer"), Banca della Campania SpA ("Banca Campania Offer"), Cassa di Risparmio della Provincia dell’Aquila SpA ("Carispaq Offer") and Banca di Sassari SpA ("Banca Sassari Offer"), all belonging to the BPER Banking Group (the "PEOs").
(complete document here attached)

(link to all documents concerning PEO on bper.it) - (ITA)

PURSUANT TO ARTICLES 114 OF THE CONSOLIDATED FINANCE ACT (CFA) AND 66 OF THE ISSUERS' REGULATION

EARLY REPAYMENT WITH SETTLEMENT IN SHARES OF THE ENTIRE "BPER 4% 2010-2015 SUBORDINATED CONVERTIBLE BOND WITH FACULTY FOR REPAYMENT IN SHARES” (ISIN CODE IT0004559313).  

Notice is hereby given that 28 October 2011 saw the completion of the early repayment of 24,791,921 outstanding bonds of the “BPER 4% 2010-2015 subordinated convertible bond with faculty for repayment in shares” issued on 5 March 2010 (the “CB 2010-2015”), by issuing a total of  37,134,572 BPER shares in addition to paying a total of Euro 13,875,737.
The “Official Price” of the BPER shares posted at the end of the trading session of 28 October 2011 is equal to Euro 5.8913.
Therefore bondholders are due a further cash adjustment for a total of Euro 15,272,569, as determined under art. 11 of the CB 2010-2015 Regulation.
This adjustment will be paid through authorised intermediaries that are members of the Monte Titoli S.p.A. centralised management system with value date 31 October 2011.

Notice is hereby given that, at today's meeting, the Board of Directors declared the suspension from office of the Director Guido Leoni, following his conviction at first instance (not definitive) for an offense under Article 5 paragraph 1 letter c) of Decree 161 of 18 March 1998.

Pursuant to Article 41 Para 2, letter (D) of the Issuers' Regulation 

Executive summary

Total consolidated net profit of € 164.8 million

Higher net interest income and lower loan adjustments despite the difficult economic environment

Early repayment of the convertible bond and continued reinforcement of capital

• Net profit of € 164.8 million, a decrease of 46.5% on the same period of 2010 (€ 307.8 million). Net of non-recurring items in the two periods , the net result shows an increase of 7% y/y.


• Net interest and other banking income of € 1,548.3 million, an increase of 0.8% compared with the same period of 2010: net interest income increases by +3% y/y, net commission income is up compared with the previous quarters (+0.1% y/y, +3.8% q/q) and the net result from financial activities is positive if we exclude the non-recurring items for the same period in 2010.


• Net operating result of € 1,281.1 million, up 1.6% on the same period of 2010 (+3.7% excluding non-recurring items).


• The net adjustments to loans amount to € 259.8 million (-1.3% y/y), giving a cost of credit in third quarter 2011 of 17 bps compared with 21 bps in second quarter 2011 (giving an annualised figure of 72 bps versus 79 bps in 2010).


• Core Tier 1 ratio of 6.8% (pro-forma  7.5%) compared with 6.8% at 31 December 2010.

PUBLICATION OF THE FIRST SUPPLEMENT TO THE REGISTRATION DOCUMENT

AND THE SUPPLEMENTS TO THE BASE PROSPECTUS

Following the approval of the National Commission for Companies and the Stock Exchange (CONSOB), communicated with note no.11093059, of 17 November 2011, Banca popolare dell’Emilia Romagna (the"Issuer"), on 18 November 2011, filed the first supplement to the registration document (the "First Supplement to the Registration Document") and the supplements to the base prospectus (together the "Supplements to the Base Prospectus" or individually the "First Supplement to the Base Prospectus") relating to the offering programmes of financial instruments named as follows:


"Banca popolare dell’Emilia Romagna soc. coop. fixed rate bonds";
"Banca popolare dell’Emilia Romagna soc. coop. floating rate bonds (or floating rate with cap and/or floor)";
"Banca popolare dell’Emilia Romagna soc. coop. zero coupon bonds";
"Banca popolare dell’Emilia Romagna soc. coop. step up/step down (or step up/step down callable) bonds";
"Banca popolare dell’Emilia Romagna soc. coop. structured bonds";
"Banca popolare dell’Emilia Romagna soc. coop. Lower Tier II fixed rate subordinated bonds " and
"Banca popolare dell’Emilia Romagna soc. coop. Lower Tier II floating rate subordinated bonds".


Please note that, pursuant to art. 95-bis, paragraph 2, of Legislative Decree no. 58/1998, investors who have already agreed to underwrite financial instruments referred to in the Base Prospectus being supplemented, in respect of offers in progress at the date of publication of these supplements, have the right to withdraw their subscription within two working days of the date of publication (i.e. by 22 November 2011 included).

The First Supplement to the Registration Document and the supplements mentioned above to the Base Prospectuses are available to the public in terms of law at the registered office of Banca popolare dell'Emilia Romagna soc. coop. in Via San Carlo 8/20, Modena and on the website www.bper.it.

Pursuant to Article 41 Para 2, letter (D) of the Issuers' Regulation 

Banca popolare dell’Emilia Romagna: Fitch Ratings revised the Bank’s long-term rating to “BBB” from “A-“ and “short term” rating to “F3” from “F2”. Outlook is “negative” .

Banca popolare dell’Emilia Romagna informs that today, the rating agency Fitch has reviewed the Bank’s long-term rating to “BBB” from “A-“ and the short-term rating to “F3”from “F2”. Outlook is “negative”.

The rating agency affirms that this decision stems from the worsening prospects for Italian economic growth and intensification of tensions in sovereign debt, which could lead to an increase in the cost of funding and a deterioration in the credit quality of the banking system, with negative effects on operating profitability of the banks.

At the same time, Fitch has reviewed Meliorbanca’s “Long-term” and “Short-term” rating respectively to “BBB” and “F3” (from “A-“ and “F2”) with Outlook “negative”.

The Fitch Ratings press release is attached.

Pursuant to Article 41 Para 2, letter (D) of the Issuers' Regulation 

Pursuant to Article 41 Para 2, letter (D) of the Issuers' Regulation 

Here attached the full press release

Banca popolare Emilia Romagna announces that, on 30 november 2011, the Luxembourg “Commission de Surveillance du Secteur Financier” has approved its Covered Bond Programme (5 billion euros), geared to institutional investors and structured pursuant to Italian legislation (art 7-bis law 130 of 30th April 1999 (law 130/99), Mef  Decree 14th December 2006 and Supervisory Instructions issued by the Bank of Italy).

Through this instrument, Banca popolare Emilia Romagna can raise medium to long term funds, initially through REPO operations with the ECB, while diversifying its funding modalities.

The Covered Bonds shall be issued directly by Banca popolare Emilia Romagna. Bondholders shall also benefit from an irrevocable and unconditional on-demand guarantee, granted by Estense Covered Bond S.r.l., a company formed pursuant to law 130/99, covering a pool entirely made up of high quality residential mortgages, originated by the banks of BPER Group.

The pool sold to back the first issue reports a total residual debt of about 1.1 billion euro and is characterized by a large granularity (average residual debt amounting to 121,755 euro), a high seasoning (about 2 years) and an average loan to value of 51%.

On December 1, Banca popolare Emilia Romagna has launched the first issue, 750 million euros two year maturity floating rate notes as part of the EUR 5 bln Covered Bond Programme. In view of the quality of the pool backing the bonds and of the Program structure, the Bonds has been assigned Aa2 rating by Moody’s.
Royal Bank of Scotland plc is the Arranger of the programme and was the dealer of the Issue; Legal advisors are the law firms Linklaters and Chiomenti. The role of the Asset Monitor is covered by Deloitte. Finanziaria Internazionale contributed to the structuring of the Programme.

Here attached the full press release

Pursuant to Article 41 Para 2, letter (D) of the Issuers' Regulation 

Here attached the full press release

Here attached the full press release

Pursuant to Article 41 Para 2, letter (D) of the Issuers' Regulation 

Here attached the full press release

Pursuant to Art. 114 of the Consolidated Finance Act (Cfa) and Art. 36 of The Issuers' Regulation
 

Voluntary Public Exchange Offers launched by BPER for the ordinary shares held by shareholders other than BPER or its subsidiaries in the following banks:
 

• BANCA POPOLARE DI RAVENNA S.P.A.
• BANCA POPOLARE DI LANCIANO E SULMONA S.P.A.
• BANCA POPOLARE DEL MEZZOGIORNO S.P.A.
• BANCA POPOLARE DI APRILIA S.P.A.
• BANCA DELLA CAMPANIA S.P.A.
• CASSA DI RISPARMIO DELLA PROVINCIA DELL’AQUILA S.P.A.
• BANCA DI SASSARI S.P.A.
  

Here attached the full press release

Pursuant to art. 114 of the Consolidated Finance Act (CFA) and art. 36 of the Issuers' Regulation Voluntary Public Exchange Offers launched by BPER for the ordinary shares held by shareholders other than BPER or its Subsidiaries in the following Banks:

• BANCA POPOLARE DI RAVENNA S.P.A.
• BANCA POPOLARE DI LANCIANO E SULMONA S.P.A.
• BANCA POPOLARE DEL MEZZOGIORNO S.P.A.
• BANCA POPOLARE DI APRILIA S.P.A.
• BANCA DELLA CAMPANIA S.P.A.
• CASSA DI RISPARMIO DELLA PROVINCIA DELL’AQUILA S.P.A.
• BANCA DI SASSARI S.P.A.

Here attached the full Press Release

pursuant to art. 41, sixth paragraph, of CONSOB Regulation no. 11971 of 14 May 1999 as subsequently amended and supplemented (the "Issuers' Regulation")

Here attached the full Notice

PRESS RELEASE IN ACCORDANCE WITH ART. 114 OF THE CONSOLIDATED FINANCE ACT (CFA) AND ART. 66 OF THE ISSUERS' REGULATION
Signing of a definitive agreement with Arca SGR for the sale of Optima SGR's mutual fund business.

Banca popolare Emilia Romagna S.c. ("BPER") would like to announce that its subsidiary Optima S.p.A. SGR ("Optima") today signed a definitive agreement for the sale of its mutual fund business (the "Business" or "Funds Business") to Arca SGR S.p.A. ("Arca"), involving the mutual fund management activities performed by Optima.
This took place on fulfilment of conditions precedent, including the required approvals from the Supervisory Authority, to which the preliminary agreement signed on 19 September (and announced to the market by press release on that date) was subject.
The sale will run from 31 December, the date on which the thirteen harmonized open-ended mutual funds of the Optima Funds System (the "Optima Funds"), with assets on 30 November of € 940.2 million, will be merged with the corresponding mutual funds of Arca SGR S.p.A., in the manner set out in the joint notice published by Optima and Arca in "Il Sole 24 Ore" on 30 November.
The sale price will be determined immediately depending on the value of the fund assets on the effective date of the transaction, subject to a partial adjustment mechanism that will be applied in the medium term.
BPER has signed a 10-year commercial agreement for the distribution of Arca's mutual funds, thereby strengthening its partnership with Arca in the asset management sector; the other banks in the Group will also sign the 10-year agreement in the coming weeks.
Optima was been advised in this deal by KPMG Corporate Finance acting as financial advisor, and by KStudio Associato, acting as legal advisor.

RE-OPENING OF THE ACCEPTANCE TERMS FOR THE VOLUNTARY PUBLIC EXCHANGE OFFERS LAUNCHED BY BPER FOR THE ORDINARY SHARES HELD BY SHAREHOLDERS OTHER THAN BPER OR ITS SUBSIDIARIES IN THE FOLLOWING BANKS:  

• BANCA POPOLARE DI LANCIANO E SULMONA S.P.A.

• BANCA POPOLARE DEL MEZZOGIORNO S.P.A.

• BANCA POPOLARE DI APRILIA S.P.A.

• BANCA DELLA CAMPANIA S.P.A.

• CASSA DI RISPARMIO DELLA PROVINCIA DELL’AQUILA S.P.A.

This is to announce that, in connection with the voluntary public exchange offers launched by Banca popolare dell’Emilia Romagna, Società cooperativa ("BPER") for the ordinary shares of Banca Popolare di Lanciano e Sulmona, Banca Popolare del Mezzogiorno, Banca Popolare di Aprilia, Banca della Campania and Carispaq, the thresholds applicable for the re-opening of the acceptance terms under art. 40-bis, paragraph 1.b), nos. 1 and 2, of the Issuers' Regulation have been exceeded.
The deadline for accepting these offers will therefore be extended from 30 December 2011 to 5 January 2012, first and last days included (the "Re-opening Period”).
This means that those who did not accept these Offers, in whole or in part, during the acceptance period, which ended on 21 December 2011, can now do so during the Re-opening Period, at the same conditions (including the consideration) and following the same procedures as were laid down in the respective Offer Documents (see Section F. of the Offer Documents), by signing the Acceptance Form already made available to recipients of the Offers when the Offer Documents were published.
The amount due for the shares submitted for acceptance during the Re-opening Period will be paid on 12 January 2012, in accordance with Paragraph F.5 of the Offer Documents.
For further information on these Offers, the Offer Documents can be consulted on BPER's website (www.bper.it – www.gruppobper.it) and on the websites of the issuing banks.

Banca popolare dell’Emilia Romagna informs that, today, Mr. Fabrizio Viola has resigned as Director returning his powers to the Board of Directors.

The Chairman, Mr. Ettore Caselli, acknowledged the resignation of Mr.Viola, expresses appreciation for the valuable contribution granted by Mr. Viola during his mandate in BPER, also on behalf of the Board of Directors.

The Board of Directors will meet shortly in order to take any appropriate decision. In the meantime, business plans, organizational processes and targets remain unchanged, accordingly to what defined by the Board of Directors.

Pursuant to art. 114 of the Consolidated Finance Act (CFA) and art. 36 of the Issuers' Regulation

 

Provisional results of the acceptances received during the period of reopening of the deadline for the voluntary public exchange offers launched by BPER for the ordinary shares held by shareholders other than BPER or its subsidiaries in the following banks:
 

• Banca Popolare di Lanciano e Sulmona S.p.A.
• Banca Popolare del Mezzogiorno S.p.A.
• Banca Popolare di Aprilia S.p.A.
• Banca della Campania S.p.A.
• Cassa di Risparmio della Provincia dell’Aquila S.p.A.
  
  

Here attached the full press release:

The Board of Directors of Banca popolare dell’Emilia Romagna, during today's meeting, unanimously decided to co-opt on the Board Luigi Odorici and to appoint him as Managing Director.

Mr. Odorici, who maintains his position of General Manager, is from Modena; he has a degree in Economics and Commerce; he joined in 1973 the then Banca Popolare di Modena; he then assumed positions of increasing responsibility first in Banca popolare dell’Emilia Romagna and then in another bank of the BPER banking group; he also sits as the Bank's representative on the Boards of Directors of several companies, subsidiaries and affiliates.

The Board of Directors also approved the establishment of a Strategy Committee, to be chaired by Prof. Giuseppe Lusignani.

"The appointment of Luigi Odorici" - the Chairman Ettore Caselli declares - "is intended as a continuation of the work performed in recent years by the Management of the Bank and makes full use of a person who is greatly appreciated for his skills and profound knowledge of our banking group". "Odorici" - adds Caselli - "will enhance the quality of the relationship with our members and shareholders and will have the challenging task of developing the new three year business plan 2012-2014."

"I thank the Board of Directors for the trust that have shown me" - says Odorici - "I have been working in this bank for over 35 years and I took part in the process of construction and consolidation of our banking group, which today represents one of the largest in Italy. Now we have to continue this undertaken path: I am confident that this will take place, thanks to the efforts of all the women and men working for the BPER Group and of the constant and qualified support provided by the team of top managers who will assist me. "
 

Pursuant to art. 41, sixth paragraph, of CONSOB Regulation no. 11971 of 14 May 1999 as subsequently amended and supplemented (the "Issuers' Regulation")

Here attached the full press release

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.

With reference to BPER Group’s monthly report on managed savings for the month of December 2011, which was widespread at today’s date through Assogestioni and which was received and disclosed by some information media, we wish to specify that, due to a mere technical error, the net collection data equalling Euros 65.3 millions, has been indicated as an increase instead of a decrease data (i.e., the accurate data is -65.3 millions).
The data concerning assets, amounting to Euros 2,892 millions is confirmed.
In addition, we wish to inform you that Assogestioni has already been notified of the above, in order to have the data duly corrected.

Here attached the full document

In relation to the recent news published by some information media, Banca popolare dell’Emilia Romagna herewith specifies that, the bank is not informed of any agreement aimed at allowing some persons indicated by the Lawyer Gianpiero Samorì (legal representative of the Association BPER Futura) to become part of its corporate bodies. We wish to remind that all members of the Bank corporate bodies are exclusively appointed by the Shareholders’ Meeting, which is the sole body entitled thereto. As a matter of fact, the Shareholders’ Meeting expresses its opinion on the list of candidates proposed by a qualified number of shareholders, who introduce the said candidates. Accordingly, the corporate body has the sole and exclusive right to present candidates and therefore appoint the company representatives, while the Board of Directors of the Company is in no way involved in this process.

BPER: Standard & Poor's removed the ratings from CreditWatch negative and revised the Bank’s long-term rating to “BBB” from “BBB+”
 

Banca popolare dell’Emilia Romagna: Standard & Poor's removed the ratings from CreditWatch negative and revised the Bank’s long-term rating to “BBB” from “BBB+” following the lowering of the sovereign credit ratings on the Republic of Italy on January 13, 2012. The rating agency affirmed the Bank’s short-term rating at “A-2” and the outlook is “negative”.
 

Banca popolare dell’Emilia Romagna informs that today, the rating agency Standard & Poor’s has removed the BPER’s ratings from CreditWatch with negative implications, where they were placed on December 7, 2011. At the same time, it has revised the Bank’s long-term rating to “BBB” from “BBB+“ and affirmed short-term rating at “A-2”.  The outlook is “negative”.


Standard and Poor’s decision follows the lowering of the sovereign credit ratings on the Republic of Italy on January 13, 2012. At the same time, Standard and Poor’s has maintained its view of BPER’s “adequate” business position, “adequate” capital and earnings, “adequate” risk position, “average” funding and “adequate” liquidity.
 

The Standard and Poor’s press release is attached.

Quali-quantitative composition of the Board, in view  of the partial replacement of the Board of Directors during the 2012 Shareholders’ Meeting

The Bank's Board of Directors, during the meeting held on February 21st 2012, completed an analysis aimed at pre-emptively identifying the quali-quantitative composition of the Board of Directors, which is to be considered the optimal composition in relation to the correct and most effective performance of the Board tasks and duties, as provided for by the provision issued by Banca d'Italia on January 11th 2012 on this subject (the "Provision"). 

The analysis, published on the Bank's website www.bper.it – within the section Corporate Governance - Corporate bodies - Shareholders’ Meeting - Shareholders’ Meeting 2012 -, highlights the theoretical profile that all persons wishing to hold office as Director should meet and feature, as established by the self-assessment activity performed by the Board.

This notice is issued considering the need, laid down in the above mentioned Proision, to disclose the results of the said analysis to the Shareholders in due time, so that they may choose the candidates to be appointed as members of the Board of Directors taking into account their professional skills and competence, as required. As known, the three-year office term of 7 Directors, over a total of 19 members of the Board of Directors, has expired.

As to this subject, we deem it useful to inform you that the Bank's Board of Directors, while reserving to formally call the Meeting at a later time, has identified the possible dates for holding the ordinary Shareholders’ Meeting: April 20th 2012 for the first call and April 21st 2012 for the second call. During the aforementioned Shareholders’ Meeting, amongst other things, the Board of Directors shall be partially replaced and the Board of Statutory Auditors fully replaced.

BPER: judgement rendered by the Court of Modena on the appeal lodged in relation to the partial replacement of the Board of Directors on April 16th 2011

 

Modena, February 26th 2012. Banca popolare dell’Emilia Romagna informs that the Court of Modena - with the judgement rendered following the appeal lodged by some shareholders who had invoked the failure of the Shareholders Meeting of April 16th 2011 to fully and exhaustively discuss the Agenda item "partial replacement of the Board of Directors" - passed the cancellation of the decision approved by the same Shareholders' Meeting by means of which the following persons were appointed Directors for the three-year period 2011-2013: Mr Ing Piero Ferrari, Mr Alberto Marri, Professor Giuseppe Lusignani, Mr Fioravante Montanari, Mr Erminio Spallanzani and Mr Manfredi Luongo.
The judgement, which is not enforceable and final, and which the Bank shall reserve the right to challenge in the place of jurisdiction, does not produce any negative effect on the operations of the Bank.

BPER: Press release requested by Consob (pursuant to Art. 114, Par. 5 of Legislative Decree 58/1998 - TUF - Finance Consolidation Act)

Judgement rendered by the Court of Modena on February 24th 2012 on the cancellation of the Shareholders' Meeting decision of April 16th 2011 for the partial replacement of the Board of Directors – Further information on the effects pertaining to the composition and operations of the Board and internal committees

Modena, February 29th 2012. Reference is made to the Press Release published on February 26th 2012, through which BPER informed of the judgement rendered by the Court of Modena which passed the cancellation of the Shareholders' Meeting decision to appoint the following persons for the three-year period 2011-2013: Eng. Piero Ferrari, Mr Alberto Marri, Mr Giuseppe Lusignani, Mr Fioravante Montanari, Mr Erminio Spallanzani and Mr Manfredi Luongo.

As to this subject BPER, upon Consob's request, specifies the following.

The Bank's Board of Directors is composed of 19 (nineteen) Directors, appointed by the Shareholders' Meeting. The Board is partially replaced on a yearly basis, during the course of each three-year period. In addition to the 6 (six) aforementioned Directors, appointed by the Shareholders’ Meeting on April 16th 2011, whose office term shall therefore expire at the date of the Shareholders' Meeting held to approve the 2013 Financial Statement, the Board is composed of another 13 (thirteen) Directors, 7 (seven) of which have an office term expiring at the date of the Shareholders' Meeting held to approve the 2011 Financial Statement and 6 ( six) of which have an office term expiring at the date of the Shareholders' Meeting held to approve the 2012 Financial Statement.

The Board of Directors has delegated part of its powers to the Managing Director, Mr Luigi Odorici, and to the Executive Committee.

In addition, the following Committees have been established within the Board of Directors: Appointments and Remuneration Committee; Internal Control Committee; Related Party Committee; Steering Committee.

The Directors appointed by means of the Shareholders' Meeting decision in question are members of the following Committees:

• Executive Committee (composed of 9 members): Eng. Piero Ferrari, Mr Alberto Marri and Mr Erminio Spallanzani.
• Internal Control Committee (composed of 5 members): Professor Giuseppe Lusignani and Mr Fioravante Montanari;
• Related Party Commitee (composed of 3 members): Mr Fioravante Montanari and Mr Manfredi Luongo;
• Strategic Committee (composed of 5 members): Professor Giuseppe Lusignani and Mr Alberto Marri.

The Board of Directors did not individually delegate any powers to the aforementioned Directors.

The judgement which passed the cancellation of the Shareholders' Meeting decision for the Directors' appointment is not a conviction but rather has a purely constituent nature, and is therefore not enforceable. This kind of judgement, if rendered by the Court of First Instance as in this case, becomes enforceable only when it becomes final (Res Judicata). This normally occurs when the judgement is confirmed by both the subsequent instances, i.e. by the Court of Appeal and the Court of Cassation.

The decision concerning the appointment of the aforementioned Directors remains therefore currently in force. As a consequence, the judgement of the Court of Modena does not negatively affect the current composition and operations of BPER Board of Directors and of its Committees, as it does not negatively affect the powers and delegations assigned by the Board.

The Board of Directors approved at today's date the decision to lodge an appeal against the said judgement, entrusting its legal Counsels with all consequent defence and with the examination of any further action that may be required.

BPER GROUP: Press release pursuant to Art. 84-bis of Consob Regulations No. 11971/1999 and to Art. 114 of Legislative Decree February 24th 1998 No. 58


Information notice concerning the approval by the Board of Directors of Banca popolare dell'Emilia Romagna (hereinafter “BPER”) of remuneration schemes based on financial instruments subject to the approval of the next Shareholders’ Meeting, for the implementation of the remuneration policies of BPER Group for the years 2011 and 2012, already approved or to be approved by the Shareholders’ Meeting.



Here attached the full press release.

The Board of Directors of Banca popolare dell’Emilia Romagna, which met at today's date, acknowledges and informs that Mr Guido Leoni resigned from his office as Director and member of the Bank's Executive Committee. His resignation is due to strictly personal reasons.

 

Considering that Mr Leoni's office term would have expired upon the next Shareholders’ Meeting of April 20th and 21st 2012, the Board of Directors decided not to co-opt a new director.

 

The Board of Directors unanimously thanked Mr Leoni for his professionalism, contribution and commitment he has always ensured to the Bank during all of years of office.

Total consolidated net profit of € 237.4 million
 

Net profit from financial activities rising to € 1,750.7 million, thanks to the positive contribution of net interest income and a reduction in loan adjustments
 

Continued reinforcement of capital: positive outcome of early repayment of the convertible bond and the Public Exchange Offers for the shares of certain subsidiary banks
 

Proposed dividend to be paid in mixed form: partly in cash (€ 0.03 per share) and partly by allocation of treasury shares held by the Bank at a ratio of 1 share for every 70 held

 

• Net profit of € 237.4 million, a decrease of 27.5% on the end of 2010 (€ 327.4 million). Net of non-recurring items in the two periods , the net result, on the other hand, shows an increase of 42.2% y/y
• Core revenues: significant increase in net interest income (+3.2% y/y), and net commission income substantially stable (+0.5% y/y)
• Operating result of € 1,750.7 million (+7.1%), helped by a significant decline in total adjustments (€ 350.1 million), down by 12% compared with 2010
• Cost of credit for the year comes to 71 bps compared with 79 bps in 2010
• Balanced growth in loans (+0.85%) and deposits (+0.6%), which suffers from the difficult international economic situation and the severe crisis on financial markets
• Core Tier 1 ratio of 7.8% compared with 6.8% in 2010, a significant improvement following the conclusion of the plan to strengthen the Bank's capital, other targeted capital management measures and specific optimization of RWA 

Here attached the full press release.

“The new BPER Group: growth, value and proximity in a new Landscape”

Business Plan cornerstones
 

1)  Streamline the Group, by optimizing BPER geographical coverage and achieving    significant cost savings;
2)  Leverage recent investments in order to generate sustainable growth and efficiency;
3)  Strengthen Group capital position;
4)  Optimize controls and processes to better manage business risks;
5)  Maintain an adequate liquidity profile.
 

Main economic and financial objectives
 

- Parent Bank - Net Profit at € 315 million in 2014
- Parent Bank - At end of plan 7.7% ROE and 8.5% ROTE
- Costs/Income  at 57.8% and significant costs containment
- Core Tier 1 Ratio at 9.2% and target Common Equity Ratio at 8.4% in 2014
 

The full press release here attached.

Call of Ordinary Shareholders' Meeting
 

Mssrs Shareholders' are called to the ordinary Shareholders’ Meeting on April 20th 2012 at 9:00 A.M. in first call at "Modena Fiere", in Modena, main entrance in Viale Virgilio and on Saturday, April 21st 2012 in second call at the same time and same place to discuss the following

AGENDA:

1) presentation of the draft 2011 financial statements and relevant reports; presentation of the consolidated financial statements; proposal to distribute the net profit, to effect also by free assignment of treasury shares in portfolio to the shareholders; related and consequent resolutions;
2) appointment of seven Directors for the three-year period 2012-2014;
3) appointment of the Board of Statutory Auditors for the three-year period 2012-2014;
4) appointment of the Arbitration Board for the three-year period 2012-2014;
5) appointment of a Director for the remainder of the three-year period 2010-2012;
6) determination of the amount of fees to pay to the Directors for the year 2012;
7) determination of the fees due to the Board of Statutory Auditors for the three-year period 2012-2014;
8) approval of the Remuneration Report pursuant to Art. 123-ter of Italian Leg. Decree no. 58 of February 24th 1998, including the remuneration policies for the financial year 2012 of Banca popolare dell'Emilia Romagna Group and the annual report on implementation of the remuneration policies in the financial year 2011;
9) approval of the remuneration scheme pursuant to Art. 114-bis of Italian Leg. Decree no. 58 of February 24th 1998 implementing remuneration policies for the financial year 2011 of Banca popolare dell’Emilia Romagna Group;
10) approval of the remuneration scheme pursuant to Art. 114-bis of Italian Leg. Decree no. 58 of February 24th 1998 implementing remuneration policies for the financial year 2012 of Banca popolare dell’Emilia Romagna Group.

Here attached the full press release.

PUBLICATION OF THE THIRD SUPPLEMENT TO THE REGISTRATION DOCUMENT AND THE SUPPLEMENTS TO THE BASE PROSPECTUS
 

Following the approval of the National Commission for Companies and the Stock Exchange (CONSOB), communicated with note no. 12019049 of 15 March 2012, Banca popolare dell’Emilia Romagna (the"Issuer"), on 20 March 2012, filed the third supplement to the registration document (the "Third Supplement to the Registration Document") and the third supplement to each base prospectus (together the "Supplements to the Base Prospectus" or individually the "Third Supplement to the Base Prospectus") relating to the offering programmes of financial instruments named as follows:

"Banca popolare dell’Emilia Romagna soc. coop. fixed rate bonds";
"Banca popolare dell’Emilia Romagna soc. coop. floating rate bonds (or floating rate with cap and/or floor)";
"Banca popolare dell’Emilia Romagna soc. coop. zero coupon bonds";
"Banca popolare dell’Emilia Romagna soc. coop. step up/step down (or step up/step down callable) bonds";
"Banca popolare dell’Emilia Romagna soc. coop. structured bonds";
"Banca popolare dell’Emilia Romagna soc. coop. Lower Tier II fixed rate subordinated bonds " and
"Banca popolare dell’Emilia Romagna soc. coop. Lower Tier II floating rate subordinated bonds".

Please note that, pursuant to art. 95-bis, paragraph 2, of Legislative Decree no. 58/1998, investors who have already agreed to underwrite financial instruments referred to in the Base Prospectus being supplemented, in respect of offers in progress at the date of publication of these supplements, have the right to withdraw their subscription within two working days of the date of publication (i.e. by 23 March 2012 included).
 

The Third Supplement to the Registration Document and the supplements mentioned above to the Base Prospectuses are available to the public in terms of law at the registered office of Banca popolare dell'Emilia Romagna soc. coop. in Via San Carlo 8/20, Modena and on the website www.bper.it.

Banca popolare dell'Emilia Romagna s.c. announces tender offer for its € 400,000,000 Lower Tier II subordinated floating rate notes due march 2016 (Isin: xs0247784100) and for its € 400,000,000 Lower Tier II subordinated floating rate notes due may 2017 (Isin: xs0300345971)

 

Here attached the full press release

We wish to communicate that the Remuneration Report -pursuant to Art. 123-ter of Leg. Decree February 24th 1998 No. 58 - including the remuneration policies for the financial year 2012 of Banca popolare dell’Emilia Romagna Group and the yearly information notice on the implementation of remuneration policies for the financial year 2011, in relation to the item under point 8) on the Agenda of the Ordinary Shareholders’ Meeting, to be held on April 20th 2012, in first call, and on Saturday April 21st 2012, in second call - is available, as provided for by applicable regulations, at the Bank's Headquarters, at Borsa Italiana S.p.A. and on the bank's Internet Site www.bper.it - Governance Section – Corporate Bodies – Shareholders’ Meeting – Shareholders’ Meeting 2012.

Banca popolare dell’Emilia Romagna and Fondazione Cassa di Risparmio di Bra have signed a "memorandum of understanding" to commence the activities needed Cassa di Risparmio di Bra to join the BPER Group

CR BRA will grow in Piedmont

Here attached the full press releaese

We wish to notify that the draft separate financial statement and the consolidated financial statement, as well as the explanatory reports and the mandatory documents concerning the items on the agenda of the Ordinary Shareholders’ Meeting - to be held on April 20th 2012, in first call, and April 21st 2012, in second call - shall be made available, pursuant to applicable regulations, at the Bank's headquarters, at Borsa Italiana S.p.A. and on the Bank's website www.bper.it - Governance Section – Corporate Bodies – Shareholders’ Meeting – Shareholders’ Meeting 2012.
 

The candidate lists presented for the appointment of seven members of the Board of Directors, as well as of five statutory members and two alternate members of the Board of Statutory Auditors shall be made available, by means of the aforementioned procedures, at least ten days before the date of first call of the Shareholders' Meeting.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE TENDER OFFER MEMORANDUM
 

BANCA POPOLARE DELL'EMILIA ROMAGNA S.C. ANNOUNCES ACCEPTANCES IN RESPECT OF THE TENDER OFFER FOR ITS €400,000,000 LOWER TIER II SUBORDINATED FLOATING RATE NOTES DUE MARCH 2016 (ISIN: XS0247784100) AND FOR ITS €400,000,000 LOWER TIER II SUBORDINATED FLOATING RATE NOTES DUE 2017 (ISIN: XS0300345971)

Here attached the full press release

Here attached the full press release

Banca Popolare dell’Emilia Romagna soc. coop. (hereafter, also BPER or the Merging Company) hereby informs, to all legal effects, that the Boards of Directors has approved the merger plan for the absorption of “Em.Ro. Popolare - società finanziaria di partecipazioni s.p.a.” (hereafter, also “Em.Ro Popolare” or the “Merged Company”) by BPER at the board meeting held today, 24 April 2012.
The Merger is consistent with the business plan 2012-2014, aimed to simplify the Group structure and to achieve cost saving opportunities.
The merger is subject to the simplified procedure as per art. 2505 of the Italian Civil Code: the merger does not give rise to a share exchange ratio, only the cancellation of the shares of the Merged Company by the time held 100% by the Merging Company, without any increase in capital; nor will it involve any change in the Merging Company's articles of association.
The merger is subject to authorisation by the Bank of Italy under art. 57 of Legislative Decree no. 385/93.

Following the reorganization of the Board of Directors, by virtue of the appointments made by the Shareholders’ Meeting on last April 21st, the Board of Directors of Banca popolare dell'Emilia Romagna met at today's date and decided, pursuant to Art. 35 of the Articles of Association, to appoint Mr Ettore Caselli Chairman of the Board, confirming his office.
On the same occasion, the Board of Directors also decided to confirm the appointment of Mr Luigi Odorici as Managing Director.

It is hereby reminded that the information notice on the personal and professional characteristics of the persons appointed can be viewed on the Bank's Internet site, at www.bper.it - Governance Section – Corporate Bodies – Board of Directors.

Banca popolare dell’Emilia Romagna Società cooperativa (“BPER”) would like to announce that it published today the Information Document prepared in accordance with Art. 34-ter, 1.l) of the Regulation approved by Consob resolution No. 11971 of 14 May 1999 and subsequent amendments and supplements (“Issuers' Regulations”) in relation to the bonus allocation of treasury shares by way of dividend as approved by the BPER Ordinary Shareholders' Meeting of 21 April 2012.
This document is available to the general public at (i) the head office of BPER (in Via San Carlo 8/20, Modena); (ii) the head office of Borsa Italiana S.p.A. (in Piazza degli Affari 6, Milan); as well as (iii) on BPER's website (www.bper.it).

Banca popolare dell’Emilia Romagna soc. coop. (hereafter, also “BPER” or the “Merging Company”) hereby informs, to all legal effects, that the Boards of Directors of BPER and “Em.Ro. Popolare - società finanziaria di partecipazioni s.p.a.” (hereafter, also “Em.Ro Popolare” or the “Merged Company”) have approved the merger plan for Em.Ro Popolare's absorption by BPER at their respective board meetings, held on 24 and 27 April 2012.

The merger is subject to the simplified procedure as per art. 2505 of the Italian Civil Code: the merger does not give rise to a share exchange ratio, only the cancellation of the shares of the Merged Company by the time held 100% by the Merging Company, without any increase in capital; nor will it involve any change in the Merging Company's articles of association.

With regard to the above, bearers of the convertible bonds relating to the following loans:

- “Banca Popolare dell’Emilia Romagna subordinated convertible bond loan 3.70%, 2006-2012” ISIN code IT0004105430;

will have the right to exercise their right of conversion, pursuant to art. 2503 bis, para. 2, of the Italian Civil Code, within thirty days of this notice being published, without prejudice to the right of conversion already envisaged in the respective original loan regulations.

The merger is subject to authorisation by the Bank of Italy under art. 57 of Legislative Decree no. 385/93.

Banca popolare dell’Emilia Romagna Soc. Coop. (“BPER”), Banco di Sardegna S.p.A. (“BdS”, with BPER, “BPER Group”), Banca Popolare di Vicenza S.C.P.A. (“BPVI”), Banca Popolare di Sondrio S.C.P.A. (“BPS”) and Banco Popolare Soc. Coop. (“BP”, with BPER Group, BPVI, BPS, the “Banks”) have signed today an agreement for the sale of certain assets / agreements of depositary bank related to the funds managed and / or promoted by Arca SGR S.p.A. ("Arca") and in some cases, other customers (all together the '"Transaction") to Istituto Centrale delle Banche Popolari Italiane S.p.A. ("ICBPI").

The Transaction is expected to be completed by year end subject to the obtaining of the necessary authorizations by the competent authorities and the exhaustion of the procedures required by law.

In particular:

• BPER Group sells all its depositary bank activities (also as a going concern) related to Arca funds and other customers’ funds for a total consideration of € 20.95 m, including € 2.85 m related to BdS;
• BPVI sells agreements of depositary bank related to Arca funds and BPVI Fondi SGR S.p.A. for a total consideration of € 9.30 m;
• BPS sells agreements of depositary bank related to Arca funds for a total consideration of € 9.25 m;
• BP sells agreements of depositary bank related to Arca funds for a total consideration of € 9.00 m.

The Banks are assisted in the Transaction by Rothschild S.p.A. and Equita Sim S.p.A., as financial advisors, and by Studio Legale Pavesi Gitti Verzoni, as legal advisor.

Here attached the full press release.

Appraisal of the independence requirements of the persons appointed by the Shareholders’ Meeting of April 21st 2012

We wish to communicate that the Bank Board of Directors, during the meeting held at today's date, evaluated and positively assessed:

(i) that the Directors appointed by the Shareholders’ Meeting held on April 21st 2012 meet the independence requirements provided for by Art. 148, Par. 3, of the Consolidated Law on Finance (Leg. Decree No. 58/98), as established by art. 147-ter, Par. 4, of the same Consolidated Law: Mr Giosuè Boldrini, Mr Giulio Cicognani, Mrs Valeriana Maria Masperi, Mrs Giuseppina Mengano in Amarelli, Mr Romano Minozzi, Mr Mario Zucchelli;

(ii) that the Statutory Auditors appointed by the Shareholders’ Meeting held on April 21st 2012 meet the independence requirements applicable to the Board of Statutory Auditors as provided for by Art. 148, Par. 3, of the Consolidated Law: Mr Romano Conti Chairman , Mr Carlo Baldi, Mr Guglielmo Cacchioli, Mr Fabrizio Corradini and Mr Pier Paolo Ferrari – Standing Statutory Auditors, Mr Luigi Fontana and Mr Luigi Attilio Mazzocchi  – Alternate Statutory Auditors.

Total consolidated net profit of € 93.8 million (+29.4%)

Positive trend in operating result to € 467 million, thanks to the increase in net interest income and net profit from financial activities

Operating costs down by 1%, confirming the BPER Group's ongoing commitment to policies of cost containment

Core Tier 1 ratio of 7.85% (8.13% pro-forma )

• Core revenues: significant increase in net interest income (4.3% y/y) and substantial stability in net commission income (-0.2% y/y), including government-backed bond commissions

• Operating result of € 467 million (+6.4% y/y), also boosted by a positive net profit from financial activities; total adjustments (€ 99.6 million), 33.2% up on the same period of 2011

• Cost of credit at 21 bps compared with 16 bps in the same period of 2011

• Growth in loans (0.5% y/y) despite the difficult economic situation

• Core Tier 1 ratio of 7.85% from 7.83% in December 2011

Here attached the full press release

With reference to the Ordinary Shareholders' Meeting resolution of 21 April 2012, Banca popolare dell'Emilia Romagna società cooperativa (BPER) would like to announce that the dividend for 2011 will be payable from 24 May 2012 those entitled to it, through authorised intermediaries that are members of the Monte Titoli SpA centralised management system. The 2011 dividend is composed of a part in cash and an allocation of BPER's treasury shares, prior to the coupon detachment on 21 May 2012, with two coupons, no. 29 for the payment in cash and no. 30 for the payment in shares.
With regard to the part in cash, an amount of Euro 0.03 will be distributed for each ordinary share with full dividend rights at the coupon detachment date and an amount (reduced proportionally) of Euro 0.015 for the 260 shares deriving from early conversion of the BPER convertible bonds 3.70% 4/12/2006-31/12/2012, for a total of Euro 9,981,633.72.

With regard to the part in shares, 1 ordinary share (with par value Euro 3.00 each) will be allocated for every 70 shares up to a maximum of 4,679,822 BPER ordinary shares, drawn entirely from the treasury shares held by the Bank, with a consequent reduction of the treasury shares reserve and any utilisation of the available portion.  The treasury shares allocated will have full dividend rights from 1 January 2012.

BPER has appointed EquitaSim SpA to be responsible, with no expenses, commission or other charges payable by the Shareholders, for the payment of fractional allocation rights that BPER will monetise on the basis of the official price (ex allocation) resulting from transactions executed on the coupon detachment date.

The treasury shares to be allocated, according to recent guidance issued by the tax authorities with resolution no. 26/E. of 7 March 2011 and no. 12/E. of 7 February 2012, do not constitute income for tax purposes and, accordingly, are not subject to taxation.

Further information, including tax treatment, are given in the Information Document of 7 May 2012 prepared in accordance with art. 34-ter, first paragraph, letter l) of Consob Regulation 11971 of 14 May 1999, and made available to the public at (i) the head office of BPER (in Via San Carlo 8/20, Modena); (ii) the head office of Borsa Italiana S.p.A. (in Piazza degli Affari 6, Milan); as well as (iii) on BPER's website (www.bper.it).

We wish to communicate that, pursuant to applicable legislation, the Minutes of the Ordinary Shareholders’ Meeting held on April 21st 2012 are now available at the Bank's Headquarters, at Borsa Italiana S.p.A. and on the Bank website www.bper.it – Governance Section – Corporate Bodies – Shareholders’ Meeting – Shareholders’ Meeting 2012.

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