Banca IFIS S p A : Information document - Relating to the long-term incentive plan named “2021-2023 LTI Plan”

INFORMATION DOCUMENT

(prepared pursuant to Article 84-bis of Consob Regulation no. 11971 of 14 May 1999, as amended)

RELATING TO THE LONG-TERMINCENTIVE PLAN

NAMED "2021-2023 LTI PLAN"

Version updated 9 March 2023

CONTENTS
I.	BACKGROUND	5
II.	DEFINITIONS	7
1.	RECIPIENTS	9
1.1	Names of the addressees who are members of the Board of Directors or the management board of the
	financial instruments issuer, of the issuer's parent companies and of the companies directly or indirectly
	controlled by the issuer	....................................................................................................................................................9

1.2 Categories of employees or contract workers who work for the issuer and for the issuer's parent companies

	or subsidiaries	9
1.3	Names of the persons benefiting from the Plan belonging to the groups indicated in point 1.3, letters a), b)
	and c) of Annex 3A, Schedule 7 of the Issuers' Regulation	9
1.4	Description and numerical indication of the beneficiaries, separated for the categories indicated in item 1.4,
	letters a), b) and c) of Annex 3A, Schedule 7 of the Issuers' Regulation	10
2.	REASONS FOR THE ADOPTION OF THE PLAN	10
2.1	Targets to be achieved by attribution of plans	10
2.2	Key variables, also as performance indicators, considered for attribution of the plans based on financial
	instruments	10
2.2.1 Additional Information	14

1. Elements for calculation of the amount of compensation based on financial instruments, that is their criteria 14
2. Reasons for any decision to attribute compensation plans based on financial instruments not issued by the issuer, such as those issued by subsidiaries, parent companies or third parties not in the group belonged to; if those instruments are not traded on regulated markets information on criteria applied to calculate their value15

2.5	Assessment of the significant tax and accounting implications that affected defining the plan	16
2.6	Any support for the plan by the special Fund for boosting the participation of workers in companies,
	pursuant to article 4, paragraph 112, of Law no. 350 of 24 December 2003	16
3.	APPROVAL PROCESS AND TIMESCALE FOR ASSIGNING THE INSTRUMENTS	16

3.1 Scope of the powers and functions that the Shareholders' Meeting delegates to the Board of Directors in

	order to implement the plan	16
3.2	Individuals tasked with administering the plan, and their functions and responsibilities	16
3.3	Procedures, if any, to review the plans, including related to any variations to basic targets	16
3.4	Description of the procedures for determining the availability and allocation of the financial instruments on
	which the plans are based	17
3.5	Role played by each director in determining the characteristics of the plans; potential conflicts of interest
	arising concerning the directors involved	17
3.6	For the purposes of the requirements of Article 84-bis, paragraph 1, the date of the decision made by the
	body responsible for proposing the approval of plans to the shareholders' meeting and the proposal of the
	remuneration committee	18

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3.7 For the purposes of the requirements of Article 84-bis, paragraph 5, letter a), the date of the decision taken by the body responsible for the assignment of instruments and any proposal to the aforementioned body

made by the remuneration committee	18
3.8 Market price, recorded on the aforementioned dates, for the financial instruments on which the plans are
based, if traded on regulated markets	18

3.9 For plans based on financial instruments traded on regulated markets, the terms and methods with which the issuer, when determining the timescale for assigning the instruments under the plan, takes into account a possible timing coincidence between: (i) said assignment or any decisions taken regarding this matter by the remuneration committee; and (ii) the disclosure of any significant information pursuant to Article 17 of Regulation (EU) No. 596/2014; for example, in the case in which such information is: (a) not already

published and capable of positively influencing market quotations, or (b) already published and capable of
negatively influencing market quotations	19
4. CHARACTERISTICS OF THE INSTRUMENTS ATTRIBUTED	19

4.1 Description of the forms in which the remuneration plans based on financial instruments are structured; for example, indicate whether the plan is based on the allocation of: financial instruments (so-called restricted

	stock allocation); the increase in vlue of such instruments (so-called phantom stock); option rights which
	allow the subsequent purchase of the financial instruments (so-called option grant) with settlement by
	physical delivery (so-called stock options) or in cash on the basis of a differential (so-called stock
	appreciation right)	19
4.2	Indication of the actual plan implementation period, specifying any other cycles involved	20
4.3	Termination of the plan	20
4.4	Maximum number of financial instruments, also as options, assigned in each tax year to the individuals
	identified by name or the categories specified	20

4.5 Methods and clauses for implementing the plan, specifying whether the actual allocation of the instruments is subject to the occurrence of conditions or the achievement of certain results, including performance

	results; description of such conditions and results	20
4.6	Indication of any restrictions on the availability of the options or the financial instruments resulting from
	the exercise of the options, with particular reference to the terms within which the subsequent transfer to
	the same company or to third parties is permitted or prohibited	21
4.7	Description of any decisive actions related to assigning plans if recipients perform hedging transactions
	enabling them to neutralise any prohibitions to sell the financial instruments, even as options, or the
	financial instruments resulting from exercising those options	21
4.8	Description of the effects resulting from termination of an employment contract	21
4.9	Indication of other possible causes for cancelling the plans	21
4.10	Reasons for any provision for "redemption" by the company of the financial instruments covered by the
	plans, pursuant to Articles 2357 et seq. of the Civil Code; the beneficiaries of the redemption, indicating
	whether it is intended only for particular categories of employees; effects of termination of employment on
	the redemption	21

1. Any loans or other concessions to be granted to purchase shares pursuant to Art. 2358 of the Civil Code. 22
2. Indications of the cost expected for the company on the date of the related assignment, calculated on the basis of the terms and conditions already defined, by total amount and in relation to each instrument in the plan 22

4.13 Indication of any dilutive effects on capital caused by compensation plans

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4.14	Any limits set out for exercising voting rights and assigning ownership rights	22
4.15	In the event that shares are not traded on a regulated market, all necessary information regarding a full
	assessment of their actual value	22
4.16	Number of financial instruments underlying each option	22
4.17	Expiry of the options	22
4.18	Method (American/European), timing (for ex. periods valid for exercise) and exercise clauses (for example
	knock-in and knock-out clauses)	22
4.19	Strike price of the option or the manner and criteria for its determination, with particular regard to: a) the
	formula for calculating the strike price in relation to a given market price (fair market value); and b) the
	manner of determining the market price taken as a reference for the determination of the strike price	22
4.20	If the strike price is not equal to the market price determined as indicated in point 4.19.b (fair market value),
	reasons for this difference	23
4.21	Criteria on the basis of which different strike prices are envisaged between various beneficiaries or various
	categories of beneficiaries	23
4.22	If the financial instruments underlying the options are not traded on regulated markets, indication of the
	value attributable to the underlying financial instruments or the criteria for determining said value	23

4.23 Criteria for the adjustments made necessary following extraordinary capital transactions and other transactions entailing a change in the number of underlying instruments (capital increases, extraordinary

dividends, grouping and splitting of the underlying shares, mergers and demergers, conversions into other
classes of shares, etc.)	23
4.24 Table	23

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1. BACKGROUND
   With this information document (the "Information Document"), Banca Ifis S.p.A. ("Banca Ifis" or the "Bank"), in compliance with the provisions of Articles 114-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and integrated (the Consolidated law on Finance, or "TUF") and 84-bis, paragraph 1, of the regulation adopted by Consob with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), as well as to Schedule 7 of Annex 3A of the Issuers' Regulation, intends to provide its shareholders and the financial community adequate information about:
2. 1. the long-term incentive plan called "Piano LTI 2021-2023" (the "Piano LTI 2021-2023" or the "Plan"), already approved by the Board of Directors in its meeting of 24 June 2021 (the "2021- 2023 LTI Plan" or the "Plan") and by the Shareholders' Meeting convened at the registered office of the Bank, in Venice - Mestre, Via Terraglio n. 63, in a single call for 28 July 2021 and subsequently integrated - in relation to the extension of the Plan also to Additional Beneficiaries (in addition to the Chief Executive Officer) (as defined below) - with a resolution of the Shareholders' Meeting held on 28 July 2022; And
   2. a further addition to this Plan, proposed by the Board of Directors (with resolution dated 9 March 2023) and submitted to the approval of the Shareholders' Meeting convened at the Bank's headquarters, in Milan, via Senato no. 6, in a single call for 20 April 2023 (the "Proposed Addition")

The proposed integration is related to operational aspects of the Plan mechanisms (which otherwise remains unchanged in all its essential and structural elements, as already approved at the aforementioned previous Shareholders' Meetings). In particular, the Proposed Addition consists in recognizing the possibility for the beneficiaries, at the opening of each exercise window of the Options, to postpone the exercise of all or part of the Options that may have vested and may be exercised already in that window in the subsequent "exercise windows" provided for by the Plan (as illustrated in more detail in Paragraph 2.2, section "Option deferral and exercise period" below)

It is also recalled that, as already illustrated in the Information Document published on 28 June 2021 and 9 June 2022, the purpose of the Plan is the free assignment of purchase option rights (the "Options" ) on ordinary shares (the "Shares") of Banca Ifis to (i) the Chief Executive Officer (ii) the additional beneficiaries identified at the sole discretion of the Board of Directors from among the members of the top management of the Bank and the Ifis Group (including, therefore, the additional individual persons identified by the Board of Directors on 9 June 2022, the "Additional Beneficiaries" and, jointly with the Chief Executive Officer, the "Beneficiaries"). This is without prejudice, in any case, to the Bank's right to also use Phantom Stock Options (as defined below), even if this is necessary in order to include the Additional Beneficiaries in the Plan.

It should be noted that in execution of the mandate granted to the Board of Directors by the Shareholders' Meeting of 28 July 2021, on 9 June 2022 the Board of Directors resolved to include in the Plan 13 Additional Beneficiaries (as defined below, as specified in the table prepared in accordance with Section 2, Framework 2, of Table no. 1 of Schedule 7 of Annex 3A to the Issuers' Regulations and annexed hereto), with the assignment to them of the same objectives already envisaged for the Chief Executive Officer and illustrated in the 2022 Remuneration Policy (with the adjustments made necessary by the identification of these new Beneficiaries in 2022; see paragraph 2.3 of this document). In the aforementioned Board meeting, it was also resolved to include the Manager charged (who is also the Bank's Chief Financial Officer) and the Head of Human Resources, members of staff whose variable remuneration - pursuant to the Circular (as defined below) - must be "contained" and, if any, "consistent with

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