Banca IFIS S p A : Composition quantitative composition deemed optimal of the Board of Directors

Composition

quantitative composition deemed optimal of the Board of Directors

2024

Communication to Shareholders in view of the appointment of a member of the Board of Directors

Document approved by the Board of Directors at its 7 March 2024 meeting

Banca Ifis S.p.A. - Registered office at Via Terraglio 63 30174 Venice - Mestre - Italy. Venice Companies Register Number and Tax Code 02505630109

VAT No. 02992620274 - Group VAT 04570150278 - Economic and Administrative Index (REA) no.: VE - 247118

Fully paid-up share capital: 53.811.095 Euro - Registered with the Official List of banks under no. 5508 Parent Company of the Banca Ifis S.p.A. banking group - Member of the National Guarantee Fund, the National Deposit Protection Fund, the Italian Factoring Association and Factors Chain International.

Banca Ifis | Qualitative and quantitative composition deemed optimal of the Board of Directors 2024

Document contents

Document contents	1
Background	3
1. Characteristics of the Bank	7
2. Indications of the Board of Directors	7
3. Quantitative and qualitative composition of the Board of Directors	8
3.1	Quantitative composition	8
3.2	Roles within the Board of Directors	9
3.3	Qualitative composition	10
3.3.1	Individual good standing and propriety criteria	10
3.3.2	Individual professionalism requirements	11
3.3.3	Competence criteria	13
3.3.4	Personal characteristics	14
3.3.5	Diversification and gender quotas	15
3.3.6	Independence requirements	15
3.3.6.1	Independence of judgement	15
3.3.7	Availability of time and limits on accumulation of duties	15
Time availability	16
Limits to the accumulation of offices	17
3.3.8	Incompatibilities	18
Annex A		20
Individual requisites of integrity and correctness criteria (articles 3, 4 and 5 of the MEF Decree)	20

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Banca Ifis | Qualitative and quantitative composition deemed optimal of the Board of Directors 2024

Individual requirements of professionalism (Art. 7 of the MEF Decree)	23
Competence criteria (Art. 10 of the MEF Decree)	24
Independence requirements	25
Requirements of independence of judgement (Art. 15 of the MEF Decree)	29
Availability of time to carry out assignments (Art. 16 of the MEF Decree)	30
Limits to the accumulation of assignments (Articles 17, 18 and 19 of the MEF Decree)	30

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Banca Ifis | Qualitative and quantitative composition deemed optimal of the Board of Directors 2024

Background

Banca Ifis S.p.A. ("Banca Ifis" or the "Bank") has always paid particular attention to the qualitative and quantitative composition of the Board of Directors, both out of compliance with regulatory provisions and because it firmly believes that the members of the Board must be endowed with, among other things, adequate professional skills to ensure sound and prudent management. In actual fact, the composition of the administrative body is of central importance for the effective performance of the tasks entrusted to it by law, the Supervisory Provisions and the Articles of Association.

The current Supervisory Provisions for banks on corporate governance (Bank of Italy Circular No. 285 of 17 December 2013, Part I, Title IV, Chapter 1, hereinafter the "Supervisory Provisions" or "Provisions") - in compliance with the rules, principles and guidelines drawn up by the sector Authorities also at an international and European level - regulate the role and functioning of the administrative and control bodies of banks as well as their relationship with the corporate structure, taking into account that the organisational and corporate governance structures, in addition to responding to the interests of the company, must ensure conditions of sound and prudent management.

Moreover, the Provisions require that the Board of Directors identifies in advance its own qualitative and quantitative composition, which is considered optimal, identifying and justifying the theoretical profile (including the characteristics of professionalism and independence, if any) of the candidates deemed appropriate for these purposes.

Art. 12 of the MEF Decree (as defined below) provides that each body - which therefore refers to both the Board of Directors and the Board of Statutory Auditors - must first identify its optimal qualitative and quantitative composition. Specifically, Art. 11 of the MEF Decree provides that the composition of the administrative and control bodies must be suitably diversified, so as to:

• foster internal confrontation and dialectic within the bodies;
• encourage the emergence of a plurality of approaches and perspectives in analysing issues and making decisions;
• effectively support the corporate processes of strategy development, business and risk management, and control over the work of senior management;
• take into account the many interests that contribute towards the sound and prudent management of the bank.

The Corporate Governance Code (as defined below) provides that the Board of Directors must express an orientation on its qualitative and quantitative composition deemed optimal, taking into account the results of the self-assessment process in the case of companies other than those with concentrated ownership. The guidance of the outgoing administrative body: (i) is published on the company's website in advance of the notice of call of the Shareholders' Meeting concerning its renewal; and (ii) identifies the managerial and professional profiles and skills deemed necessary, also in view of the company's sectoral features, taking into account the diversity criteria indicated in the Corporate Governance Code and the guidelines expressed on the maximum number of offices.

In the Bank of Italy's Guidelines on the composition and functioning of the boards of directors of LSIs, published on 29 November 2022, the Supervisory Authority shared the good practices observed or suggested by the results of a thematic

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Banca Ifis | Qualitative and quantitative composition deemed optimal of the Board of Directors 2024

survey it had conducted in relation to the various governance profiles of less significant banks, inviting the boards of directors of banks subject to its supervision to take appropriate action, where necessary, to rapidly improve their practices, and to summarise the results of its reflections and an analytical illustration of the initiatives undertaken in the self- assessment document to be submitted to the Authority.

Finally, in the "Guidelines on the assessment of requirements and eligibility criteria for corporate officers of LSI banks, financial intermediaries, collective guarantee funds, e-money institutions, payment institutions, trust companies and depositor guarantee schemes", published on 13 November 2023, the Supervisory Authority disclosed the improvement profiles and best practices identified in the analysis carried out as part of the assessment procedures performed in application of the new regulatory framework introduced by Ministerial Decree No. 169/2020.

In this context, the Bank has promoted a series of activities that are part of a more extensive project to optimise its corporate governance structures launched in April 2019 at the initiative of the Chairman in order to, among other things, ensure the sound and prudent management of the Bank and improve its ability to identify, manage and monitor risks, favouring the adoption of strategic choices that create long-term value.

In light of the results of the self-assessment process and the reflections carried out, the Board of Directors notes that it is aligned in terms of both composition and functioning with the good practices indicated by the Bank of Italy in the Guidelines published in November 2022, also taking into account the complex process of optimising governance structures launched by the Bank in 2019, and most recently updated following the appointment of the new Chairman in November 2022, the appointment of the Honorary Chairman by the Shareholders' Meeting on 20 April 2023 and the appointment by the Board on 13 July 2023 of the Deputy Chairman, the resignation as director of the Honorary Chairman on 18 January 2024.

Nonetheless, with a view to continuous improvement, the Board of Directors intends to pursue the more extensive project of constantly updating its corporate governance practices in order to achieve the objectives of the regulations in force and meet the supervisory expectations in this regard. This is taking place, first and foremost, through the implementation of the additional governance initiatives outlined in the "Self-Assessment Document of the Board of Directors and Board Committees of Banca Ifis S.p.A. FY 2023", and by preparing a policy to govern the procedures for assessing the requirements of corporate officers as required by the Supervisory Authority in the Guidelines published in November 2023, which will be introduced in 2024.

On 8 February, Founder Sebastien Egon Fürstenberg tendered his resignation from the position of director only, instead retaining the position of Honorary Chairman assigned to him by the Shareholders' Meeting of 20 April 2023. Therefore, the activity of preparing the aforementioned qualitative-quantitative profile will be the result of a thorough and formalised examination. The results of these analyses will be brought to the attention of the shareholders in a timely manner so that the selection of the candidate to be presented can take into account the professionalism required.

For the purposes of the above, this document - called "Qualitative and quantitative composition of the Board of Directors of Banca Ifis S.p.A." - contains the guidelines that the Board of Directors of the Bank makes available to the Shareholders, with a view to facilitating the process of defining the best proposals for the quantitative and qualitative composition of the Board of Directors of the Bank.

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Banca Ifis | Qualitative and quantitative composition deemed optimal of the Board of Directors 2024

The following is a summary of the national and European regulations applicable with reference to the requirements of corporate representatives, including the soft law, since it was considered essential that the principles contained therein be reflected in the candidate selection process:

• Articles 147-ter,147-quater,147-quinquies and 148 of Italian Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Law on Finance", or TUF);
• Art. 26 of Italian Legislative Decree No. 385 of 1 September 1993 (the "Consolidated Law on Banking", or TUB);
• Art. 36 of Italian Decree Law No. 201 of 6 December 2011, "Urgent provisions for growth, equity and the consolidation of public accounts", converted, with amendments, by Law No. 214 of 22 December 2011, known as the "Interlocking Directorship" (the "Salva Italia Decree") and the "Criteria for the application of Art. 36 of the "Salva Italia" Decree Law (the "prohibition of interlocking")" published by the Bank of Italy, CONSOB and IVASS on 20 April 2012, as subsequently updated and supplemented;
• Decree No. 169 of the Minister of Economy and Finance of 23 November 2020, effective as of 30 December 2020, setting forth the "Regulation on the requirements and eligibility criteria for the performance of the duties of corporate officers of banks, financial intermediaries, credit consortia, electronic money institutions, payment institutions and depositor guarantee schemes" (the "MEF Decree");
• Bank of Italy Circular No. 285 of 13 December 2013 Part I, Title IV, Chapter 1, Section IV (Composition of corporate bodies), containing the "Supervisory Provisions for banks" (the "Supervisory Provisions"));
• Corporate Governance Code for Listed Companies approved on 31 January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria (the "Corporate Governance Code");
• Art. 144-undecies.1 of the Regulation adopted by CONSOB with Resolution No. 11971 of 14 May 1999 and subsequent amendments (the "Issuers' Regulation");
• Regulation adopted by CONSOB with resolution No. 20249 of 28 December 2017, as amended ("Market Regulation");
• Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, as subsequently amended and supplemented (the "CRD");
• Regulation (EU) No. 575 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms, as amended and supplemented (the "CRR");
• "Guide to fit and proper assessments" of the European Central Bank dated 15 May 2017 and last updated in December 2021 ("ECB Guidelines");
• EBA Internal Governance Guidelines of 2 July 2021;
• EBA/ESMA Guidelines means the "Guidelines on the assessment of the suitability of members of the management body and key personnel" of 2 July 2021 (the "EBA/ESMA Guidelines");

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Banca Ifis | Qualitative and quantitative composition deemed optimal of the Board of Directors 2024

• Guidelines means the Guidelines on the composition and functioning of LSI boards issued by the Bank of Italy on 29 November 2022 (the "2022 Guidelines");
• Guidelines on the assessment of requirements and eligibility criteria for corporate officers of LSI banks, financial intermediaries, credit institutions, e-money institutions, payment institutions, trust companies and depositor guarantee schemes, issued by the Bank of Italy on 13 November 2023 (the "2023 Guidelines").

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Banca Ifis | Qualitative and quantitative composition deemed optimal of the Board of Directors 2024

1.Characteristics of the Bank

Banca Ifis S.p.A. is the Parent Company of the "Banca Ifis Banking Group" and is one of the Less Significant Institutions subject to the direct supervisory powers of the Bank of Italy.

In accordance with the Provisions and the applicable regulations, Banca Ifis meets the definition of a bank of greater size or operational complexity, taking into account the size and type of activities carried out, directly or through Group companies, as well as the fact that it is listed on a regulated market ("STAR" segment of the Italian Stock Exchange).

The Bank adheres to the Corporate Governance Code promoted by the Corporate Governance Committee set up by the Associations of Business (ABI, ANIA, Assonime, Confindustria) and Professional Investors (Assogestioni), as well as by Borsa Italiana. In accordance with the Code's definitions, it is included among "companies with concentrated ownership" but not among "large companies".

The Bank adopts the traditional system of administration and control, based on the presence of a Board of Directors and a Board of Statutory Auditors, appointed by the Shareholders' Meeting. Under the model adopted by Banca Ifis:

• strategic supervision is performed by the Board of Directors;
• the CEO is responsible for the company's operations;
• control is performed by the Board of Statutory Auditors.

Banca Ifis is a player active in speciality finance and its main business activities are Commercial and Corporate Banking and the acquisition/management of impaired loan portfolios. It operates in the territory without traditional branches, collecting deposits through on-line deposits.

In the area of NPLs, activities consist of both the purchase and the management/transformation of bad loans. The Banca Ifis Banking Group has expertise in all asset classes: unsecured and corporate & secured.

The business areas relating to Trade receivables, Leasing, Corporate and Investment Banking (through Structured Finance, Special Situations, Equity Investments and Financial Advisory) and Tax Credits as well as personal salary- and pension- backed loans and finance for pharmacies are just some of the sectors in which the Bank operates.

2.Indications of the Board of Directors

In light of the findings of its self-assessment exercise concerning the year 2023, the Board of Directors in office:

• believes that the current number of 13 members is adequate and should be kept unchanged, taking into account the growing operational complexity that now characterises the Bank and the evolution of regulations and reference markets;

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Banca Ifis | Qualitative and quantitative composition deemed optimal of the Board of Directors 2024

• considers the ratio of non-independent (4) to independent (9) Directors to be appropriate, both in relation to the size of the Board and the needs of the parent committees, and for the proper management by the Board of any situations of conflict of interest;
• appreciates the qualitative profile of the Board and wishes to substantially maintain the current mix of skills, professionalism and experience currently represented in the Board, without prejudice to what is suggested in paragraph 3.3 below with regard to the limited further expansion of skills and diversification in the Board's composition;

3.Quantitative and qualitative composition of the Board of Directors

3.1Quantitative composition

The quantitative composition of the Board of Directors is key to the effective performance of the tasks entrusted to it by law, the Supervisory Provisions, the Corporate Governance Code and the Articles of Association.

In actual fact, pursuant to the Supervisory Provisions, the number of members of the Board of Directors must be adequate to the size and complexity of the bank's organisational structure in order to effectively oversee the entire company's operations. The presence of an adequate number of non-executive members with well-defined roles and tasks, who effectively act as a counterbalance to the bank's executive and management, facilitates internal debate within the board.

The composition of the administrative body, however, should not be redundant. In banks of greater size or operational complexity (as Banca Ifis is), Boards of Directors with more than 15 members represent exceptional cases, which must be analytically assessed and justified.

In this regard, it should be noted that the Bank's Articles of Association envisage that the Board of Directors consists of a minimum of 5 and a maximum of 15 members, who are elected by the Shareholders' Meeting. The Directors remain in office for the period, not exceeding three financial years, established at the time of their appointment, and expire on the date of the Shareholders' Meeting called to approve the financial statements related to the last year of their office.

The Shareholders' Meeting, which met on 28 April 2022, set the number of members of the Board of Directors at 13 for FYs 2022, 2023 and 2024.

At present, as mentioned above, there are 3 sub-committees, in compliance with Supervisory Instructions and the indications contained in the Corporate Governance Code.

In the light of the above, the Board of Directors, after having examined - with the support of the Appointments Committee - the results of the self-assessment referring to FY 2023, also taking into account the current legislation on the composition

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Banca Ifis | Qualitative and quantitative composition deemed optimal of the Board of Directors 2024

of the Board of Directors and its sub-committees, considers the current number of members equal to 13 as appropriate, in view of the size, organisational complexity and operating dynamics of the Bank.

Indeed, the Board believes that this size can both guarantee the presence of the various professional skills required to ensure the proper functioning and operativeness of the body and that it is consistent with the level of operational complexity and diversification that characterises the Bank, as well as adequate to the current structure and activities of the Advisory Committees, as also emerged from the self-assessment carried out by the Board of Directors for FY 2023.

In formulating this recommendation, the Board has also taken into consideration the various criteria and the different requirements deriving from the peculiar characteristics of Banca Ifis, seeking to achieve a balanced balance between them, including:

• the technical and organisational development and the evolution of the business envisaged in the 2022-2024 Business Plan;
• the presence of representatives with the knowledge, skills and technical experience to enable them, inter alia, to understand the activities and main risks to which the Bank is and will be exposed;

3.2 Roles within the Board of Directors

Different roles can be identified within the Board of Directors: Chairman, Deputy Chairman, Honorary Chairman, Chief Executive Officer, Non-Executive Directors, Independent Directors and Lead Independent Director.

The Chairmanpromotes the effective functioning of the corporate governance system, ensuring a balance of powers with respect to the CEO and the other executive directors; he acts as the contact point for the body in charge of control functions and the internal committees. To this end, he, in addition to possessing the characteristics required of directors, must have the specific skills necessary to carry out the duties assigned to him. To effectively carry out his function, the Chairman, as is currently the case, must have a non-executive role and not perform, even de facto, management functions. The Chairman guarantees the effectiveness of the Board's discussion and ensures that the resolutions it reaches are the result of adequate dialogue and the conscious and reasoned contribution of all its members. The Chairman also acts as Chairman of the Brand Committee, the Sustainability Committee and the Art Committee and participates in the management of the extra-meeting dialogue with the representatives of investors and the Bank's stakeholders on issues within the Board's competence.

The Deputy Chairman, where appointed, replaces the Chairman in the event of his absence or impediment in carrying out the duties incumbent on the Chairman and has no operational powers. On 13 July 2023, the Board of Directors appointed Prof. Simona Arduini as Deputy Chair pursuant to Article 12 of the Articles of Association. The Deputy Chair is a member of the Sustainability Committee and, among other things, supports the Bank in the development of projects in the area of sustainability in all its facets and in other areas of competence.

The Honorary Chairmanmay be elected by the Shareholders' Meeting, even outside the Board, and is chosen from among people who have significantly contributed to the prestige and development of the Company. The Honorary Chairman, who is not a director, may attend meetings of the Board of Directors, in an advisory capacity and without voting rights, and Shareholders' Meetings. The Honorary Chairman may be entrusted by the Board of Directors with duties of representation

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