Fifth Third Bancorp Announces Conversion of Shares of Series G Preferred and Cash Dividend on Its Series G Preferred

Fifth Third Bancorp FITB today announced that the board of directors has authorized the conversion into Fifth Third's common stock, no par value (“Common Stock”), of all outstanding shares of Fifth Third's 8.50% Non-Cumulative Convertible Perpetual Preferred Stock, Series G (“Series G Preferred Stock”), which shares are represented by depositary shares each representing 1/250th of a share of Series G Preferred Stock (“Depositary Shares”), pursuant to the Amended Articles of Incorporation of Fifth Third Bancorp, as amended (“Articles”). Accordingly, effective as of the close of the market on July 1, 2013 (“Conversion Date”) Fifth Third will convert all 16,450 outstanding shares of Series G Preferred Stock, which shares are represented by 4,112,500 Depositary Shares, into shares of Fifth Third's Common Stock in accordance with the terms and conditions set forth in the Articles. Each share of Series G Preferred Stock is convertible into 2,159.8272 shares of Common Stock on the Conversion Date, subject only to any anti-dilution rate adjustment as may be required by the Articles. Provided no anti-dilution rate adjustment is required, each Depositary Share will be convertible into 8.6393 shares of Common Stock, and the aggregate number of shares of Common Stock issuable upon the conversion will be approximately 35,529,160 shares. The shares of Common Stock issuable upon the conversion are already included in Fifth Third's fully diluted share calculations in its historical financial statements. Following the conversion, the newly issued shares of Common Stock will also be included in Fifth Third's actual shares outstanding. Upon the conversion, the Depositary Shares FITBP will be delisted from the NASDAQ Global Select Market (the “Exchange”) and withdrawn from such Exchange. The Depositary Shares will no longer trade on the Exchange after the market closes on the Conversion Date. Additionally, Fifth Third's board of directors has declared a final cash dividend of $543.06 per share on all outstanding shares of Series G Preferred Stock, which equates to approximately $2.172 for each Depositary Share. This final Series G dividend covers the full dividend period that began on March 31, 2013 and the partial dividend period that will end on the Conversion Date. The final Series G dividend is payable on Monday, July 1, 2013 to shareholders of record as of Friday, June 21, 2013. Corporate Profile Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of March 31, 2013, Fifth Third had $121 billion in assets and operated 18 affiliates with 1,321 full-service Banking Centers, including 104 Bank Mart® locations open seven days a week inside select grocery stores and 2,426 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Investment Advisors. Fifth Third also has a 28% interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in the Midwest and, as of March 31, 2013, had $318 billion in assets under care, of which it managed $27 billion for individuals, corporations and not-for-profit organizations. Investor information and press releases can be viewed at www.53.com. Fifth Third's common stock is traded on the NASDAQ® Global Select Market under the symbol “FITB.”