Associated Banc : Corporate Governance Guidelines (Corporate Governance Guidelines 4 28 26 FINAL 1200b8)

ASSOCIATED BANC-CORP CORPORATE GOVERNANCE GUIDELINES

1. AUTHORITY AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS

   All corporate authority resides with the Board of Directors as fiduciaries of the Company's shareholders, except for those matters reserved to the shareholders. The Board of Directors has retained oversight authority-defining and overseeing the implementation of and compliance with standards of accountability and monitoring the effectiveness of management policies and decisions in an effort to ensure that Associated Banc-Corp and its subsidiaries (collectively the "Company") is managed in such a way as to achieve its objectives. The Board has delegated to management the authority to pursue the Company's objectives. Management, not the Board of Directors, is responsible for managing the Company.

   Consistent with this division of authority, the primary responsibilities of the Board of Directors and its committees include:

   1. Overseeing the conduct of the Company's business to determine whether it is being effectively managed, evaluating the performance of the Company and its senior management, and selecting, regularly evaluating, and fixing the compensation of the chief executive officer and other members of management as it deems appropriate.

   2. Monitoring fundamental operating, financial, and other corporate strategies, as well as major plans and transactions.

   3. Providing advice and counsel to the chief executive officer and management.

   4. Overseeing management in an effort to ensure that the assets of the Company are safeguarded through the maintenance of appropriate accounting, financial, and other controls, and that the business of the Company is conducted in compliance with applicable laws and regulations and the highest ethical standards.

   5. Evaluating the overall effectiveness of the Board of Directors, as well as selecting and recommending to shareholders qualified candidates for election to the Board of Directors.

      These Corporate Governance Guidelines are intended to embody the principles by which the Board of Directors operates in a single, formal document. These guidelines are not intended to be a code of regulations, but rather a statement of intention. This document will be changed from time to time as conditions warrant.

      Amended and Approved: April 28, 2026

2. SELECTION AND COMPOSITION OF THE BOARD OF DIRECTORS

   1. Independence

      Independent directors will constitute a majority of the Board of Directors. A director is "independent" if he or she has no relationship to the Company that may interfere with the exercise of his or her independence from management of the Company and otherwise meets the requirements for independence set forth in the rules of The New York Stock Exchange.

   2. Selection Criteria for Board Members

      The Corporate Governance and Social Responsibility Committee will develop guidelines for selecting candidates for election to the Board of Directors and periodically review and amend such guidelines as the committee deems necessary or appropriate.

   3. Orientation

      The Company will arrange for each new director to participate in an orientation process that includes reviewing materials regarding the Company's business and operations and meetings with key personnel.

   4. Continuing Education

      The Board believes that each director should (1) maintain leadership and expertise in the areas that caused the Board to select that director for membership; (2) develop and maintain a broad, current knowledge of all the Company's businesses and critical issues affecting the Company; and (3) develop and maintain a broad, current knowledge about corporate directors' responsibilities, including general legal principles applicable to directors' activities in fulfilling those responsibilities.

      The Company, in an effort to encourage directors to obtain a current understanding of best practices and procedures, will on at least an annual basis provide to the independent directors a list of approved educational resources and seminars. The Company will reimburse a director's reasonable expenses incurred in attending one of the approved seminars per year. A director seeking reimbursement for reasonable expenses incurred for attendance at more than one approved seminar per year should obtain the prior approval of the Company.

   5. Length of Board Service

      The Board believes it is advantageous to have the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board of Directors as a whole. In conjunction with the annual evaluation of the performance of the Board of Directors and its committees, the Corporate

      Governance and Social Responsibility Committee will also address any issues regarding the performance of individual directors.

   6. Retirement

      It is the policy of the Board of Directors that a director shall retire as a director of the Company at the Annual Meeting following such director's attainment of age 75; provided, however, that for any director who has attained the age of 75 on or before the date of the Company's Annual Meeting in 2020, such director shall retire as a director of the Company no later than the Company's Annual Meeting in 2021.

   7. Policy on Majority Voting

      Any director nominee in an uncontested election for directors who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election (a "Majority Withheld Vote") will promptly tender his or her resignation to the Chairman of the Board following certification of the shareholder vote. The Chairman, together with the Corporate Governance and Social Responsibility Committee, will promptly consider the director's resignation and will promptly recommend to the Board whether to accept the tendered resignation or reject it and, if applicable, whether the underlying causes of the Majority Withheld Vote can be cured. The Board will act on the Corporate Governance and Social Responsibility Committee's recommendation no later than its first scheduled meeting after the shareholders' meeting in which the election occurred.

      Any director who tenders his or her resignation pursuant to this provision will not participate in the Corporate Governance and Social Responsibility Committee's recommendation or Board consideration regarding whether or not to accept the tendered resignation. If a majority of the members of the Corporate Governance and Social Responsibility Committee received a Majority Withheld Vote, then the independent directors who are on the Board who did not receive a Majority Withheld Vote will appoint a Board committee amongst themselves solely for the purpose of considering the tendered resignations and will recommend to the Board whether to accept or reject them. To the extent that one or more directors' resignations are accepted by the Board, the Corporate Governance and Social Responsibility Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.

      Promptly following the Board's decision on the Corporate Governance and Social Responsibility Committee's recommendation, the Company will disclose the Board's decision whether to accept the resignation as tendered (providing a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation) in a Form 8-K filed with the Securities and Exchange Commission.

      This Corporate Governance Guidelines will be disclosed in each proxy statement relating to an election of directors of the Company.

   8. Affiliations of Directors

      The Company values the experience directors bring from other boards on which they serve but recognizes that affiliations with public, private, or governmental entities may create conflicts of interest, embarrassment to the Company, or inconsistency with Company policies or values. Directors should advise the Chairman of the Board and the Chairman of the Corporate Governance and Social Responsibility Committee in advance of accepting an invitation to serve on another board.

3. BOARD STRUCTURE

   1. Number of Directors

      The Company's Articles of Incorporation provide that the Board of Directors shall have no fewer than three directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors then in office. It is the Board's philosophy that boards of directors should not be so large as to be cumbersome, although the Board would be willing to increase its size in order to accommodate an outstanding candidate, to satisfy the staffing needs of its committees, or to facilitate a merger or other acquisition.

   2. Board Leadership

      In order to help ensure the objectivity of the Board of Directors and its independence from the Company's management, it is the Board's policy that the roles of Chairman of the Board and Chief Executive Officer will be separate. The function of the Board to monitor the performance of senior management of the Company is further fulfilled by the presence of a majority of independent directors on the Board who have substantive knowledge of the Company.

   3. Board Committees

      The standing committees of the Board of Directors will be the Audit Committee, the Compensation & Benefits Committee, the Corporate Governance and Social Responsibility Committee, the Corporate Development Committee, the Enterprise Risk Committee and the Technology Committee. Board committees will receive their authority exclusively through delegation from the Board. The standing committees will each have a written charter that sets forth the responsibilities of, and other legal requirements applicable to, the committee. Each charter will be approved by the Board of Directors.

      The Corporate Governance and Social Responsibility Committee, in consultation with the Chairman of the Board and the Chief Executive Officer, is responsible for recommending to the Board of Directors the assignment of Board members to Board Committees. The Audit Committee, the Compensation & Benefits Committee, the Corporate Governance and Social Responsibility Committee, the

      Enterprise Risk Committee, and the Technology Committee will consist of independent directors. The Corporate Development Committee may consist of both independent and non-independent directors. Consideration will be given to rotating committee members periodically, but rotation will not be mandatory.

      The committee chairperson, in consultation with the committee members, will determine the frequency and length of committee meetings. The Chairman of the Board shall have the right to attend and participate in the meetings of each committee of which the Chairman is not an appointed voting member. Attendance at any Board committee meetings by persons other than the committee members and the Chairman of the Board shall be at the discretion of the committee chairperson.

4. BOARD AND COMMITTEE OPERATIONS

   1. Meeting Agenda

      The Chairman of the Board, in consultation with the appropriate members of management, and subject to input from the other members of the Board, will establish the agenda for each Board meeting and consult with committee chairpersons on agendas as appropriate.

      The chairperson of each committee, in consultation with the other members of the committee and the appropriate members of management, will establish the agenda for each committee meeting.

      Unless otherwise provided in the charter of a committee, topics that are typically addressed by a committee may be addressed instead by the full Board of Directors, as determined by the chairperson of the relevant committee in consultation with the Chairman of the Board.

   2. Meeting Materials Distributed in Advance Other Information

      In general, information that is important to the Board's or committee's understanding of the matters to be discussed at each meeting will, to the extent practicable, be available online or distributed in writing to the Board or committee members a reasonable amount of time before the Board or committee meets so that meeting time may be conserved and discussion time focused on questions that the directors have about the materials. Directors are expected to review meeting materials prior to the meeting. Management will seek to ensure that the information is complete and accurate, while making every attempt to see that this material is as concise as possible.

   3. Meeting Attendance

Directors are expected to attend each regular and special meeting of the Board of Directors and of each committee of which the director is a member. The attendance of the Chairman at a committee meeting of which the Chairman is not an appointed