Banc of California : Joint Finance Committee Charter

CHARTER OF THE JOINT FINANCE COMMITTEE OF

THE BOARDS OF DIRECTORS OF

BANC OF CALIFORNIA, INC. AND BANC OF CALIFORNIA

(Most Recently Adopted May 9, 2024)

The Boards of Directors of Banc of California, Inc. and Banc of California have established a Joint Finance Committee (the "Committee") with the authority, responsibility and specific duties as described in this Charter. References herein to the "Company" are Banc of California, Inc. and Banc of California, as applicable, and references herein to the "Board" are the Boards of Directors of Banc of California, Inc. and Banc of California, as applicable. The "Bank" means Banc of California.

PURPOSE.

The Committee is appointed to assist the Board in its monitoring and oversight of the asset and liability strategies in addition to liquidity, capital planning and capital management of the Company, the financial strategies and budgeting of the Company and the Company's compliance with applicable regulatory and reporting requirements with respect thereto. The Committee will coordinate with the Joint Enterprise Risk Committee of the Board for review of asset, liability, liquidity, and capital management risks. While the Committee has the authority and responsibilities set forth in this Charter, management is responsible for designing, implementing, and maintaining effective asset and liability strategies, and liquidity, capital planning and capital management of the Company.

COMPOSITION.

The Committee shall be comprised of three or more directors, including a Chair, as determined by the Board, considering the recommendations of the Joint Compensation, Nominating, and Corporate Governance Committee of the Board and subject to any committee composition requirements under any applicable law, rule, or regulation. Committee members shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation, removal, retirement, disqualification or death. Committee members may be replaced by the Board at any time, with or without cause. The Chair of the Committee will chair all regular sessions of the Committee and is responsible for setting the agendas of Committee meetings. In the absence of the Chair of the Committee, the Committee shall select another member to preside.

RESPONSIBILITIES AND AUTHORITY.

The Committee's responsibilities and authority include the following:

1. On at least an annual basis, review, approve, and, as applicable, recommend to the Board for approval, proposed changes to the policies that are assigned to the Committee's oversight, including the Asset/Liability Management Policy, the Investment Policy, the Contingent Funding Plan, the Dividend Policy, the Bank Owned Life Insurance ("BOLI") Policy, the Capital Policy and Plan, the Stress Testing Policy, and the Liquidity Management Policy.

1. Review the results of the Company's interest rate risk and liquidity monitoring and reporting system, including performance relative to established policy limits, risk categories and operating targets (as set forth in the Company's risk appetite statement). Approve related Board level risk limit exceptions and review management level limit exceptions, as appropriate.
2. Monitor changes in market conditions, including Federal Open Market Committee actions and changes in the current interest rate environment.
3. Monitor the Company's interest rate management strategy.
4. Monitor the performance of the Company's investment portfolio and strategies.
5. Review the status of the Company's derivatives and hedge positions.
6. Review the status of the Company's BOLI portfolio.
7. Review capital management of the Company.
8. Review current and projected capital ratios, considering overall financial condition, growth, strategy changes, and relevant economic conditions.
9. Review and recommend to the Board for approval, capital actions, as applicable, including but not limited to, dividend distributions, issuance of new capital instruments, share repurchase activities and plans, and intercompany capital actions.
10. Review the appropriateness of the Company's stress testing program.
11. Review and approve reports, conclusions and output contained in the Company's annual capital stress test results and any management recommended actions, and review the actual or potential implications of such results on capital, liquidity and financial performance.
12. Review the composition of the Company's funding, including the core deposits, retail CDs, brokered deposits, and secured and unsecured borrowings and concentration risk in the Company's funding.
13. Review the Contingent Funding Plan for appropriateness relative to the updated Strategic Plan and consider any material changes in the nature of the Company's businesses or products.
14. Review and reaffirm the Company's Risk Appetite Framework relative to the liquidity risk and appropriate risk aspects of the Company.
15. Review the Company's balance sheet and other financial strategies, capital structure, strategy for obtaining financial resources and tax planning strategies.

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1. Review, discuss with management, and make recommendations to the Board for approval of the Company's annual corporate operating plan or budget.
2. Review and discuss with management any periodic budgets or forecasts.
3. Within the scope of its authority, conduct reviews or investigations as it deems necessary or appropriate to carry out its duties, and in this regard, the Committee will have full access to all books, records, facilities, and personnel of the Company and its subsidiaries, and the power to retain independent legal, accounting, or other advisors or experts, as it deems necessary or appropriate to carry out its duties.
4. Review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval when necessary or appropriate.
5. Annually evaluate its own performance, comparing its performance with the requirements of this Charter, and review such evaluation with the Board.
6. Review and approve applicable investment limits by personnel.
7. Perform any other activities consistent with this Charter as the Committee may deem necessary or appropriate to its oversight role with respect to the asset and liability strategies, and liquidity, capital planning and capital management of the Company and perform any other duties or responsibilities delegated to the Committee by the Board from time to time or assigned to the Committee by applicable law, rule or regulation.

COMMITTEE STRUCTURE AND OPERATIONS.

A majority of the members of the Committee in office from time to time shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee. In the event of a tie vote on any issue, the Chair's vote shall decide the issue.

The Committee shall meet at least quarterly. Meetings of the Committee may be called by the Chair or any member of the Committee. The Committee shall keep records of all of its proceedings and activities, which shall be filed with the books and records of the Company. The Committee shall report the results of its activities directly to the Board on a regular basis and will provide the Board with any recommendations and additional reports as are appropriate or requested by the Board.

The Committee should meet separately periodically with management to discuss any matters that the Committee or management believe should be discussed privately. The Committee may request any officer or employee of the Company or the Company's outside advisors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

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Members of the Committee may participate in a meeting of the Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.

The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any consultant, legal counsel or other advisor retained by the Committee.

AUTHORITY TO DELEGATE TO SUBCOMMITTEES.

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee composed of one or more of its members for any purpose that the Committee deems appropriate and may delegate such power and authority held by the Committee under this Charter as the Committee deems appropriate.

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