Banco BPM S p A : 7 Marzo 2023 – Non value sensitiveShare-primarily based payment strategy of Banco BPM S.p.A.

Push Release

Share-primarily based compensation plan of Banco BPM S.p.A.

The program targets 150 likely recipients

At the very least 50 % of the small-time period incentive will be compensated by Banco BPM shares topic to

to deferral clauses of 4-5 several years and retention clauses of 1 year

The small-term strategy supports the Group’s company tactic by incentivizing the accomplishment of

once-a-year targets

Dissemination and diversification of ESG metrics will be qualifying things for the workers incentive

program, steady with the ambition of the Strategic System 2021-2024

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Acceptance of the proposal to obtain and dispose of treasury shares

Share-based mostly compensation system of Banco BPM S.p.A.

Verona, 7 March 2023 – Banco BPM announces that right now the Board of Administrators has approved the essential terms of Banco BPM’s share-centered compensation program (hereinafter the “System”), pursuant to Content 114-bis of Legislative Decree no. 58/98 (hereinafter the “TUF”) and 84-bis of Consob Regulation no. 11971/1999, as amended and supplemented (hereinafter the “Issuers’ Regulation”), as well as relevant supervisory provisions, to be submitted for acceptance to the future Shareholders’ Conference on April 20, 2023.

The Prepare will be aspect of the remuneration coverage that the Team will adopt for 2023, to guidance the Strategic Plan 2021-2024 and to align pursuits between management and shareholders, remunerating the Group’s strategic means in accordance to the development of value in the medium – to – extensive term.

The implementation of the Prepare is matter to the accomplishment of predetermined accessibility problems aimed at ensuring the Group’s profitability, capital steadiness and liquidity it is also conditional on the accomplishment of specific financial and non-money objectives, among which the ESG (Environmental, Social and Governance) sphere assumes relevance.

For doable recipients of the Program – constant with current regulatory provisions – the incentive regarded is subject to deferral clauses of 4 or five a long time and retention (restriction on sale) clauses of a person yr.

The Strategy permits for the improvement of a portion of the variable remuneration part to be compensated in Banco BPM normal shares (the “Shares”) from the brief-phrase incentive strategy (the “STI Prepare 2023 “).

The STI Approach 2023 supports the Group’s organization system by incentivizing the accomplishment of annual targets.

The probable recipients of the STI Approach are approximately 150 individuals, attributable to the most applicable personnel group.

For the STI Prepare, which will conclusion in 2030, at least 50 per cent of the recognized incentive will be paid through the award of Shares, and the anticipated cost is approximated at €5 million (right before taxation for likely recipients).

These quantities include things like all deferred incentive shares that will accrue only on the event of all potential ailments predicted from time to time.

At the instigation of the ESG Committee, the Group has declined in the Strategic Prepare 2021-2024 its method of motion and embarked on a big sustainability journey. The intention is to strengthen and concretize the integration of sustainability in company routines and company and, consequently, in incentive mechanisms.

The approach of integrating ESG system into the Group’s governance styles is also significantly reflected in the remuneration coverage with reference to incentive mechanisms. In reality, the combination of objectives referring to the banking organization with ESG metrics, attributed to employees in an significantly widespread and diversified manner, is deemed a essential variable in strengthening the Group’s effects in the medium term, as it permits the mixture of particular pleasure and socio-environmental sustainability.

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Acceptance of the proposal to purchase and dispose of treasury shares

The Board of Administrators has resolved to post to the following Shareholders’ Meeting on April 20, 2023 the ask for for authorization to order and dispose of treasury shares, in purchase to employ, in compliance with recent regulations, the remuneration coverage adopted by the Financial institution, which delivers, in certain for the Group’s most relevant staff, that at the very least 50% of the incentive recognized shall be compensated in Shares.

In any circumstance, obtain and disposition transactions will be carried out in compliance with relevant polices in particular on “industry abuse,” making sure equal remedy of the shareholders.

Without having prejudice to the provisions of Write-up 2357, paragraphs 1 and 3, of the Italian Civil Code, the asked for authorization considerations the buy of treasury shares, for a highest range of ordinary shares of Banco BPM corresponding to an sum not exceeding Euro 5 million.

The authorization to order treasury shares is asked for till the Shareholders’ Conference at which the acceptance of the economic statements for the yr 2023 will be submitted, without the need of prejudice to the provisions of Write-up 2357, paragraph 2, of the Civil Code. The authorization to dispose of treasury shares, even before the purchases are exhausted, is requested devoid of time restrict.

The obtain cost of each individual of the treasury shares must be, in compliance with the provisions of the Civil Code and Short article 3, paragraph 2, of EC Delegated Regulation 2016/1052 of March 8, 2016, as a bare minimum, not 15% decrease and, as a maximum, not 15% increased than the official price recorded by the share on the Euronext Milan Market on the working day ahead of the buy.

With regard to the disposition of the shares ordered, to be carried out in any situation in compliance with the relevant regulatory provisions, only the minimal cost limit of the sale to third events is described, which shall in any situation be no fewer than 95% of the common of the formal selling prices recorded by the inventory on the MTA in the three days preceding the sale. This price tag restrict might be waived in the circumstance of the assignment of treasury shares as section of the implementation of the remuneration coverage adopted by the Bank and, in any case, the assignment of shares (or selections on them) in execution of payment strategies primarily based on economic devices.

Order transactions may possibly be carried out, pursuant to artwork. 132 of the TUF and art. 144-bis of the Issuers’ Laws in specific, buys have to be carried out by indicates of a general public acquire or

trade give, or on the marketplace, in accordance with working procedures that do not allow for the direct matching of trading proposals for acquire with predetermined investing proposals for sale, or by means of the supplemental techniques permitted by the rules in drive from time to time, taking into account the need to comply with the principle of equivalent procedure of shareholders.

The invest in of shares will be carried out subject to and in compliance with the authorization issued by the European Central Lender. As of modern day, Banco BPM holds 8,578,335 treasury shares in its portfolio.

The illustrative reports of the Board of Administrators and the info document relating to the Strategy will be built out there to the community within the phrases and in the fashion established forth in applicable regulations.