Banca IFIS S p A : Information document on Remunaration Plans based on Financial Instruments

Information Document on Remuneration Plans based on Financial Instruments

2024

Banca Ifis | Information Document

Information Document concerning the incentive scheme and other variable remuneration based on financial instruments

2024

[GRI 102-1] [GRI 102-2] [GRI 102-5]

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

VAT No. 04570150278 - Economic and Administrative Index (REA) number: VE - 0247118

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 | Information Document

Definitions

Shareholders' Meeting	Meeting of the Shareholders of Banca Ifis S.p.A.
Shares		Ordinary shares of Banca Ifis, traded on the market regulated by the
	Italian Stock Exchange
		Contractual clause that requires beneficiaries to return part of or
Clawback		all of the variable remuneration if certain circumstances should
		occur
CONSOB		National Commission for Companies and the Stock Exchange
Recipients	or	Individuals who are entitled to payment of variable remuneration in
Beneficiaries	accordance with what is defined in this document
		Supervisory Provisions of the Bank of Italy on remuneration and
		incentive policies and practices (see Bank of Italy Circular no. 285
Supervisory Provisions	of 17 December 2013 - Supervisory provisions for banks - First
		Part, Title IV, Chapter 2, "Remuneration and incentive policies and
		practices", in force)
Issuer or Bank or Parent	Banca Ifis S.p.A.
company
Key personnel	Group personnel whose professional activity has or may have a
significant impact on the Group's risk profile
Vesting period	The period between the time when the right to participate in the
Plan is assigned and the moment when this right matures
Retention period	Period in which the sale of shares is prohibited
		Mechanism that operates during the deferral period, before actual
Malus		payment of the remuneration, as a result of which the deferred
	variable remuneration accrued can be reduced to zero in relation to
		the results
Remuneration Policies	The remuneration policies of the Banca Ifis S.p.A. Group as in force
over time
Issuers' Regulation	Indicates Consob Regulation no. 11971/99,	as subsequently
amended and supplemented
Report		Remuneration report pursuant to Article	123-ter of the
	Consolidated Law on Finance ("TUF")
TUF or	Consolidated	Indicates Legislative Decree no. 58 of 24 February 1998
Law on Finance
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Banca Ifis | Information Document

Up-front	Portion of variable remuneration that is paid without a deferral
period

Background

The remuneration policies of the Banca Ifis S.p.A. Group - to be presented in the Remuneration Report for 2024 to be submitted to the Shareholders' Meeting for approval - foresee, in dutiful application of what is specified in regulations applicable to remuneration, that part of the variable remuneration of "key personnel" - both the bonus component and the other forms foreseen by the Supervisory Provisions of the Bank of Italy on remuneration and incentive policies and practices (including, as an example, severance indemnities) - must be paid in financial instruments.

For that reason, in accordance with the requirements of Articles 114-bis of the Consolidated Law on Finance (TUF) and 84-bis of the Issuers' Regulation, and more specifically in accordance with Schedule 7 of Annex 3A of the Issuers' Regulation regarding information that must be communicated to the market concerning the attribution of compensation plans based on financial instruments, the Bank has prepared this document to provide comprehensive information on the plan based on financial instruments for year 2024, reserved for the "key personnel" of the Banca Ifis Group (the "2024 Plan"), to be submitted to the forthcoming Shareholders' Meeting.

The 2024 Plan, proposed by the Remuneration Committee to the Board of Directors and approved by the Board of Directors on 7 March 2024, is submitted for approval to the Ordinary Shareholders' Meeting called for 18 April 2024.

For the 2021-2023Long-Term Incentive Plan, please refer to the "Information Document on Remuneration Plans based on Financial Instruments" (prepared pursuant to Article 84-bis of Consob Regulation no. 11971 of 14 May 1999, as amended) approved by the Board of Directors at today's meeting on 7 March 2024, upon the proposal of the Remuneration Committee, and which will subsequently be submitted for approval to the Shareholders' Meeting convened on 18 April 2024. The document is available on the Banca Ifis website athttps://www.bancaifis.it/corporate-governance/assemblea-degli-azionisti/archivio-documenti assemblee/.

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Banca Ifis | Information Document

2024 PLAN

1. Recipients

The Recipients of the Plan are the staff members of the Banca Ifis S.p.A. Group (including financial advisors) who belong to the "key personnel" of the Banca Ifis S.p.A. Group and who, pursuant to the Supervisory Provisions and the Remuneration Policies, may be beneficiaries (on an ongoing basis, as well as upon termination of the relationship) of variable remuneration (as defined in the Supervisory Provisions) to be paid, in part, in financial instruments.

1.1. Names of recipients who are members of the issuer's Board of Directors, of the companies controlling the issuer, and of companies that are directly or indirectly controlled by the issuer.

To date, the Beneficiaries include the Chief Executive Officer of the Parent company.

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

Any additional recipients included in the 2024 Plan are identified among personnel (including financial advisors) who have a significant impact on Banca Ifis Group's risk profile. In accordance with the conditions set out in the 2024 Plan, any further beneficiaries of the 2024 Plan belong to, now and if no changes should occur, the following categories:

• Joint General Managers of the Parent Company;
• Other Key Managers and Key Personnel

The names of the actual Beneficiaries and the other information required by paragraph 1 of Schedule 7 of Annex 3A to the Issuers' Regulation shall be provided in accordance with the terms and conditions set forth in Article 84-bis, paragraph 5, letter a) of the Issuers' Regulation.

1.3. Names of plan beneficiaries belonging to the following groups:

1. The issuer's General Managers

Not applicable. No individuals falling under this category are beneficiaries of the 2024 Plan.

1. other key managers of the issuer that is not of "small in size", pursuant to article 3, paragraph 1, letter f), of Regulation no. 17221 of 12 March 2010, who, during the year, have received total remuneration (calculated by summing monetary remuneration and remuneration based on financial instruments) greater than the highest total remuneration paid to members of the Board of Directors or the management body, and to the issuer's General
   Managers.

Not applicable. No individuals falling under this category are beneficiaries of the 2024 Plan.

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Banca Ifis | Information Document

1. natural persons who control the issuer, who are employees or who work as contract workers for the issuer. Not applicable. No individuals falling under this category are beneficiaries of the 2024 Plan.
   1.4. Description and numerical indication, separated by category:

a) of key managers other than those indicated in letter b) of paragraph 1.3.

The possible additional beneficiaries of the 2024 Plan include, as of today and barring subsequent changes, 16 key managers1.

1. in the case of the "small" companies, pursuant to article 3, paragraph 1, letter f), of Regulation no. 17221 of
   12 March 2010, the indication in aggregated form of all key managers of the issuer of financial instruments.

Not applicable. Banca Ifis S.p.A. does not fall under the category of "small" companies.

1. of any other categories of employee or contract worker for whom different characteristics of the plan are envisaged (for example, executives, middle managers, office staff, etc.)

Not applicable. There are no further categories beyond those indicated above in point 1.2.

2. The reasons for adopting the plan

2.1. Targets to be achieved by attribution of plans

The Plan aims to enable the Banca Ifis S.p.A. Group to comply with the Supervisory Provisions where they impose that the remuneration package paid to "key personnel", in the different parts forming variable remuneration, be partly in financial instruments.

At the same time, payment of a part of remuneration in shares, in the Plan, is functional to better alignment of the interests of Banca Ifis S.p.A. Group personnel to those of shareholders, through careful management of company risks and pursuing long term strategies. Suitable remuneration and incentive mechanisms applied to personnel of the Banca Ifis S.p.A. Group can, in fact, facilitate company competitiveness and governance. Moreover, remuneration, especially of those holding key roles in the company, tends to attract and retain employees with the professionalism and skills that are appropriate to the needs of the company.

For that purpose, the Plan establishes that variable remuneration linked to short-term targets, and the other variable remuneration components, be paid based on a deferral mechanism and for 50% in shares. In the case of particularly large amounts of variable remuneration, the deferral of the equity portion is provided for in accordance with a 5-year deferral mechanism and for 55% in shares.

2.2. Key variables, also as performance indicators, considered for attribution of the plans based on financial instruments

1 Also included under the categories listed in point 1.2 above.

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Banca Ifis | Information Document

Remuneration Policies establish that a part of variable remuneration be paid to "key personnel" in shares with the conditions set forth in the Remuneration Policies based on the mechanism described in par. 2.3 below2.

Related to variable remuneration, the relative amount is linked to the level of achievement of single specific objectives, clearly identified and attributed a weight (for further details please see the Remuneration Policy).

The assignment of the variable remuneration (and, therefore, also of the shares), is subject to compliance with the access gates, without prejudice to the application of malus clauses (with reference to the deferred component) of clawback, as specified in the Remuneration Policy.

2.3. Elements for calculation of the amount of compensation based on financial instruments, that is their criteria

Pursuant to the Supervisory Provisions and the Remuneration Policies, the variable remuneration will be paid to Beneficiaries based on the assignment mechanism described in paragraphs 4.5 and 4.6 below.

The number of shares to be awarded is calculated by relying on the average share price for the month before the variable pay for the period is determined as the fair value of the share. The number of shares is determined by rounding to the nearest integer.

2.4. 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 value

Not applicable: the Incentive System foresees use of Banca Ifis S.p.A. shares.

2.5. Assessment of the significant tax and accounting implications that affected defining the plan There were no significant tax and accounting implications that affected defining the Plan.

Please also note that accounting principles establish that assigning shares connected to the variable remuneration of "key personnel" be recognised in the income statement as a cost for the single companies that the Beneficiary works for.

The Plan establishes using treasury shares held or that will be held by Banca Ifis S.p.A.

The Shares will be subjected to taxes and contributions consistent with laws in force in the Beneficiary's tax residence Country.

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.

2 Similarly, with regard to any so-called "severance" (also to be paid in part in financial instruments pursuant to applicable regulations), the criteria for their quantification are those provided for in the Remuneration Policies (to which reference should be made for further details).

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Banca Ifis | Information Document

The Plan does not receive any support from 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.

3. Approval process and timescale for assigning the instruments

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

In accordance with the Articles of Association and Bank of Italy, the Ordinary Shareholders' Meeting is responsible for approving remuneration plans based on financial instruments, while the Board of Directors is responsible for reviewing these policies, at least annually, and ensuring that remuneration and incentive policies are implemented correctly.

3.2. Names of the individuals tasked with administering the plan, and their functions and responsibilities.

The Human Resources Department and the Finance Department have been tasked, for their respective responsibilities, with the administration and operational management of the 2024 Plan.

Risk Management contributes to ensuring the consistency of the remuneration and incentive system with the reference framework for determining the bank's risk appetite ("RAF"), including by defining the risk indicators to be used for correction mechanisms (ex ante and ex post), and expresses its opinion on the correct activation of the latter.

3.3. Procedures, if any, to review the plans, including related to any variations to basic targets.

In this regard, what is provided - for each form of variable remuneration - in the Report on Remuneration Policy and Remuneration Paid for the same financial year (which includes forecasts on possible changes and adjustments in relation to incentive plans) applies.

3.4. Description of the methods used to determine the availability and assignment of financial instruments on which plans are based (e.g. free allocation of shares, increases in capital with exclusion of option rights, purchase and sale of treasury shares).

The 2024 Plan provides for the assignment of a number of treasury shares held by the Issuer.

The number of shares to be awarded is calculated by relying on the average share price for the month before the variable pay for the period is determined - which shall occur at the date of the Meeting convened for the approval of the Financial Statements - as the fair value of the share. The number of shares is determined by rounding to the nearest integer.

3.5. Role played by each director in determining the characteristics of the above plans; potential conflicts of interest arising concerning the directors involved.

To determine the characteristics of the 2024 Plan, the Board of Directors was advised by the Remuneration Committee, made up of three non-executive Directors, the majority of whom are independent. Based on the current remuneration and incentive policies, it is envisaged that the remuneration provided for non-executive Directors should not be tied to the Bank's economic results and that the Directors should not be beneficiaries of share-based incentive plans, thus no conflicts of

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interest arose concerning the Directors involved. These situations are also excluded pursuant to the Remuneration Committee's internal rules and regulations, which state that no Director may take part in Committee meetings in which proposals submitted to the Board of Directors regarding their own remuneration are formulated.

3.6. Date of the decision taken by the competent body to propose approval of the plans to the

Shareholders' Meeting and any proposals from the remuneration committee, if established.

On 6 March 2024, the Remuneration Committee expressed a favourable opinion on the Report on Remuneration Policy and Remuneration Paid pursuant to Art. 123-ter of the Consolidated Law on Finance as well as on this document; both documents were approved by the Board of Directors on 7 March 2024 to propose approval of the plans to the Shareholders' Meeting of 18 April 2024.

3.7 As per the requirements of Art. 84-bis, paragraph 5, letter a), the date of the decision taken by the competent body to assign financial instruments and any proposals put forward to this body that were formulated by a Remuneration Committee, if established.

The notice of the Shareholders' Meeting to approve the Plan is scheduled to be published on 15 March 2024. Subsequently, if the Shareholders' Meeting approves the Plan, the Board of Directors will meet to take the relevant decisions for its implementation.

The information required in this regard by Article 84-bis, paragraph 5, letter a) of the Issuers' Regulation (or in any case pursuant to the provisions of the law and regulations applicable from time to time) and currently not available will be provided in accordance with the applicable regulations.

3.8 The market price, recorded on the above dates, for the financial instruments that the plans are based on, if traded on regulated markets.

The reference price of the Bank's Shares on the electronic market organised and managed by Borsa Italiana S.p.A., at the end of the stock exchange session on the date of approval of the proposal by the Board of Directors on 7 March 2024, was Euro 17,06.

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:

1. the assignment of instruments and any decisions taken on the matter by the Remuneration Committee; and
2. the dissemination of any relevant information pursuant to Art. 114, paragraph 1; for example, if that information:
   a. is not already in the public domain and is likely to have a positive impact on the market price, or b. is already in the public domain and is likely to have a negative impact on the market price.

The time-scale for assigning shares is established as part of the Remuneration and Incentive Policies authorised in advance every year, and in a manner that is neutral as regards possible events that could affect the market value of the Parent company's shares. When implementing the 2024 Plan, information will be given to the market, where provided for by legislation and regulations in force.

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1. 4. Characteristics of the assigned instruments

2. Description of the ways in which compensation plans based on financial instruments are structured. The 2024 Plan is based on the assignment of the Issuer's treasury shares.
3. Indication of the actual plan implementation period, specifying any other cycles involved.

The actual implementation period of the 2024 Plan starts in 2025 (this being the period in which the results of the 2024 financial year are recognised) and finishes in 2029 (2030 for particularly high amount).

The up front and deferred share component is subject to a retention period of one year.

4.3. The end of the plan.

The 2024 Plan, linked to the results for the period from 1 January 2024 to 31 December 2024, will end during the 2029 financial year (as the year of last assignment) with the end of the retention period provided for the last deferred variable component and during the 2030 for particularly high amount).

4.4. The maximum number of financial instruments, also as options, assigned in each tax year to the individuals identified by name or the categories specified.

With reference to the 2024 Plan, at present, it is not possible to indicate the number of shares that will be assigned under the 2024 Plan, insofar as the precise number is conditional on set performance targets being achieved and is connected to the share's market price performance3. This information will be provided in the times and by the methods set out in current legislation and regulatory provisions.

4.5. The methods and clauses for implementing the plan, specifying whether the actual assignment of financial instruments is subject to the occurrence of certain conditions or achieving certain results, including performance results.

Access to the variable portion for all personnel is subject to compliance with the conditions for access (the "gate") provided for by the following indicators measured at year-end:

• on the basis of a measure of risk-adjusted profitability, such as RORAC (return on risk-adjusted capital) defined as the ratio between Net Income and Capital absorbed by pillar one risks (i.e. 8% Pillar 1 Risk Weighted Asset (RWA), of the first pillar (Pillar 1)), of the Banca Ifis Group; the RORAC indicator must be higher than the tolerance threshold, defined annually in the Risk Appetite Framework (RAF) of the Banca Ifis Group at a consolidated level
• related to the tolerance level, greater than the regulatory minimum (satisfied by the "capacity") equal to 100%, of the short term liquidity indicator - Liquidity Coverage Ratio (LCR) of the Group,

3 As may also depend on the possible allocation in the exercise of Severance to be partly disbursed in financial instruments.

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