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Policy-On-Remuneration Report and Payouts Awarded of Banco BPM Banking Group’S Staff – 2021

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Policy-On-Remuneration Report and Payouts Awarded of Banco BPM Banking Group’S Staff – 2021 Policy-on-remuneration report and payouts awarded of Banco BPM Banking Group’s staff – 2021 Section I – 2021 Policy-on-remuneration report Prepared in accordance with the Bank of Italy Supervisory Regulations (Circular no. 285/2013, update 25, First Part, Title IV, Chapter 2 “Remuneration and incentive policies and practices”), with Art. 123-ter, Italian Legislative Decree 58/1998, as amended with Art. 84-quater of the Issuers’ Regulation (CONSOB resolution no. 11971/1999, as amended). Published on the Group website gruppo.bancobpm.it (Section Corporate Governance - Remuneration Policies). For approval, to the extent of their sphere of authority, by the Corporate Bodies of the Parent Company – Ordinary and Extraordinary Shareholders’ Meeting on 15 April 2021. (This document is a translation into English of the original document. In case of any discrepancies between the English and the Italian version, the Italian version shall prevail). REMUNERATION POLICIES ........................................................................................................................ 4 EXECUTIVE SUMMARY ............................................................................................................................... 5 SECTION I – 2021 POLICY-ON-REMUNERATION ................................................................................... 13 DEFINITIONS ............................................................................................................................................. 15 1. REFERENCE LEGISLATIVE FRAMEWORK ............................................................................................ 17 2. PURPOSE AND PRINCIPLES OF THE 2021 POLICY ............................................................................ 18 3. PROCESS OF ADOPTION AND MONITORING THE REMUNERATION POLICY ................................ 20 3.1. ADOPTION PROCESS..................................................................................................................................... 20 3.1.1 Shareholders' Meeting ....................................................................................................... 20 3.1.2 Parent Company Board of Directors ............................................................................... 20 3.1.3 Parent Company Chief Executive Officer ...................................................................... 21 3.1.4 Remuneration Committee ................................................................................................ 22 3.1.5 Internal Control and Risks Committee ............................................................................. 23 3.1.6 Parent Company’s corporate functions involved in the process of definition of policy- on-remuneration.......................................................................................................................... 24 3.1.7 Subsidiary companies ........................................................................................................ 24 3.2 MONITORING PROCESS ................................................................................................................................. 25 4. IDENTIFICATION OF THE GROUP’S IDENTIFIED STAFF ...................................................................... 26 5. COMPONENTS OF REMUNERATION ................................................................................................. 29 5.1 REMUNERATION OF THE GROUP’S CORPORATE BODIES ................................................................................. 29 5.1.1 Remuneration of the Parent Company’s Board of Directors members ...................... 29 5.1.2 Remuneration of the Parent Company’s Board of Statutory Auditors ........................ 30 5.1.3 Remuneration of members of Corporate Bodies of subsidiary companies ................ 30 5.2 REMUNERATION OF THE GROUP’S EMPLOYEES ............................................................................................... 31 5.3 REMUNERATION OF EXTERNAL NON-EMPLOYED STAFF ..................................................................................... 34 6. CHARACTERISTICS OF THE REMUNERATION AND INCENTIVE SYSTEM........................................... 35 6.1 RATIO BETWEEN VARIABLE AND FIXED COMPONENTS OF REMUNERATION ........................................................ 36 6.2 DETERMINATION OF THE BONUS POOL ............................................................................................................ 37 6.3 CONNECTION TO RESULTS .............................................................................................................................. 37 6.4 ADJUSTMENT FACTOR .................................................................................................................................... 38 6.4.1 Financial adjustment factor .............................................................................................. 38 6.4.2 Non-financial adjustment factor ...................................................................................... 39 6.4.3 Equalisation mechanism ................................................................................................... 40 6.5 SHORT-TERM INCENTIVE PLAN ......................................................................................................................... 41 6.5.1 Short-term incentive plan of the Parent Company’s Chief Executive Officer ........... 43 6.5.2 Short-term incentive plan of other executives with strategic responsibilities of the Parent Company ......................................................................................................................... 44 6.6 PAYMENT OF INCENTIVES ............................................................................................................................... 46 6.6.1 Payment of incentives to other staff ................................................................................ 46 6.6.2 Payment of incentives to identified staff ......................................................................... 47 6.7 MALUS AND CLAW-BACK MECHANISMS ......................................................................................................... 50 6.8 LONG-TERM INCENTIVE PLAN (LTI) ................................................................................................................. 52 6.8.1 Criteria to determine the total cost of the LTI system .................................................... 52 6.8.2 Operating mechanism of the LTI system ......................................................................... 53 6.8.2.1 LTI plan conditions ........................................................................................................... 53 6.8.2.2 Performance objectives ................................................................................................. 54 6.8.2.3 Payment of the LTI ........................................................................................................... 55 6.8.2.4 Malus and claw-back mechanisms .............................................................................. 56 6.8.3 Treatment in the case of extraordinary events .............................................................. 56 6.9 AMOUNTS FOR EARLY TERMINATION OF EMPLOYMENT .................................................................................... 57 6.10 LIMITS TO DISTRIBUTION ................................................................................................................................. 63 3 BANCO BPM BANKING GROUP . Remuneration policies The corporate bodies of Banco BPM placed particular emphasis on the issue of remuneration policies also in the light of the evolution of the reference regulatory framework. In formulating the 2021 remuneration policies, the Remuneration Committee, assisted by the competent corporate functions and by leading independent consultancy companies, based its methodological approach on constant dialogue with peers and with market best practices, maintaining dialogue with the bank's main investors and proxy advisors. The Remuneration Committee has dedicated constant engagement to defining remuneration policies in line with the highest market standards for listed companies and capable of rewarding merit, motivating persons to support the Group's performance as well as retaining and attracting the best expertise. In line with the path undertaken last year, it has also expanded and strengthened the integration of ESG objectives in the incentive plans in order to underline the importance that these aspects cover in a logic of sustainability in the medium-long term in the interest of all the stakeholders, further improving the Group's role in the sustainable and inclusive development of the Country . Finally, the Remuneration Committee coordinated the activities for the arrangement of the new long-term incentive plan for the three-year period 2021-2023, which focuses the attention of managers, as well as on capital, liquidity and economic objectives, also on issues related to sustainability and in particular: environmental issues, enhancement of female talent, creation of a sustainable finance culture for all Group stakeholders as well as company volunteering in support of Non profit Associations. 4 BANCO BPM BANKING GROUP . 2021 Remuneration Policies Executive summary Paragraphs 2, 3 Guiding principles Purposes The remuneration policy provides important managerial leverage, with a view to attracting, motivating and retaining management
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