Banca IFIS S p A : REPORT ON CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE 2023

Banca Ifis | 2023 Report on Corporate Governance and Shareholding Structure

Report

on Corporate Governance and Shareholding Structure

2023

Pursuant to Art. 123-bis of the Consolidated Finance Act (traditional administration and control model)

Website: www.bancaifis.it

Document approved by the Board of Directors at its 07 March 2024 meeting

Banca Ifis S.p.A - Registered office in 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.

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Banca Ifis | 2023 Report on Corporate Governance and Shareholding Structure

Contents

Contents	2
Background	5
Glossary	6
1. Issuer Profile	7
Shareholders	9
Corporate governance model	9
Shareholders' Meeting	10
Board of Directors	11
Board committees	11
Board of Statutory Auditors	12
2. Information on the shareholding structure as at 31 December 2023	13
2.1	Capital structure	13
2.2	Restrictions on the transfer of securities	13
2.3	Significant equity investments	13
2.4	Securities conferring special rights	14
2.5	Employee share ownership: mechanism for exercising voting rights	14
2.6	Restrictions on voting rights	14
2.7 Shareholder agreements	14
2.8	Change of control clauses and provisions of the Articles of Association relating to takeover bids	14
2.9	Powers to increase share capital and authorisations to purchase own shares	14
2.10 Management and coordination activities	15
3. Compliance (pursuant to Article 123-bis, paragraph 2, letter a), TUF)	16
4. Board of Directors	17
4.1	Role of the Board of Directors	17
4.2	Appointment and replacement	20
4.3	Composition	22
Diversity criteria and policies in Board composition and corporate organisation	25
Maximum number of offices held in other companies	27
4.4	Functioning of the Board of Directors	31
4.5	Role of the Chairman	32
Board Secretary	34
4.6	Executive directors	35
Chief Executive Officer	35
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Banca Ifis | 2023 Report on Corporate Governance and Shareholding Structure

	Chairman of the Board of Directors	35
	Information to the Board by the CEO	36
	4.7	Independent directors and Lead Independent Director	36
	Independent directors	36
	Lead Independent Director	38
5.	Corporate information management	39
6.	Board committees	40
7. Director Self-Evaluation and Succession - Appointments Committee	41
	7.1	Self-Assessment and Director succession	41
	7.2	Appointments Committee	42
	Composition and functioning of the Appointments Committee	42
	Member of the Appointments Committee	44
8. Remuneration of Directors - Remuneration Committee	46
	8.1	Remuneration of Directors	46
	8.2	Remuneration Committee	46
9. Internal Control and Risk Management System - Control and Risk Committee	47
	a.Main characteristics of the existing risk management and internal control systems in relation to the financial
	reporting process	56
	a.1. Background	56
	a.2. Description of the main characteristics of the existing risk management and internal control system in
	relation to the financial reporting process (the "System")	57
	a.2.1 Steps in the process of managing the risks of financial misstatement	57
	a.2.2 Roles and Functions involved	57
	9.1	Chief Executive Officer	58
	9.2	Control and Risks Committee	58
	Composition and functioning of the Control and Risks Committee	59
	9.3	Head of the Internal Audit Function	63
	9.4	Organisational model pursuant to Legislative Decree No. 231/2001	64
	9.5	Independent Auditors	66

9.6 Manager charged with preparing the company's financial reports and other corporate roles and

functions	66
9.7	Coordination between the parties involved in the internal control and risk management system	67
10.	Directors' interests and related party transactions	69
11.	Board of Statutory Auditors	71
11.1	Appointment and replacement	71
11.2	Composition and operation	72
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Banca Ifis | 2023 Report on Corporate Governance and Shareholding Structure

Diversity criteria and policies	75
Independence	76
Remuneration	76
Interest management	76
12.	Shareholder relations	77
Access to information	77
Dialogue with shareholders	77
13.	Shareholders' Meetings	78
14.	Considerations on the Letter from the Chairman of the Corporate Governance Committee	80
TABLES	82

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Banca Ifis | 2023 Report on Corporate Governance and Shareholding Structure

Background

This Report is available on the website of Banca Ifis S.p.A. ("Banca Ifis" or the "Bank") in the Corporate Governance section, is drawn up pursuant to Art. 123-bis of the Consolidated Law on Finance and also fulfils the public disclosure obligations for banks set out in the Bank of Italy's Supervisory Provisions on corporate governance.

Banca Ifis has adhered to the Code of Corporate Governance for Listed Companies since 2001, and the Report aims to provide exhaustive and transparent information on the concrete application of the Principles of the Code, published on the website of the Corporate Governance Committee (https://www.borsaitaliana.it/comitato-corporate- governance/codice/2020.pdf).

It should be noted that the provisions of the Code regarding the remuneration of directors and the Remuneration Committee are contained in the Remuneration Report to which reference should be made.

The Report was approved by the Board of Directors at its meeting on 07 March 2024, and within the Report the information, unless otherwise specified, is as of the date of its approval.

The Report was submitted to the auditing firm PWC S.p.A. and the consistency opinion provided for by Art. 123-bis of the Consolidated Law on Finance is included in the Reports prepared pursuant to Art. 14 of Legislative Decree No. 39/2010, which are attached to the separate and consolidated financial statements.

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Banca Ifis | 2023 Report on Corporate Governance and Shareholding Structure

Glossary

Code/Corporate Governance Code: the Corporate Governance Code for Listed Companies approved in January 2020 by the Corporate Governance Committee.

Civil Code /c.c.: the Italian Civil Code, Royal Decree No. 262 of 16 March 1942, as amended.

Committee/CG Committee/Corporate Governance Committee: the Italian Committee for the Corporate Governance of listed companies, promoted by Borsa Italiana S.p.A., ABI, ANIA, Assogestioni, Assonime and Confindustria.

Board: the Issuer's Board of Directors.

Ministerial Decree 169/2020: Decree No. 169 of 23 November 2020 - 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.

Supervisory Provisions: Bank of Italy Circular No. 285 of 17 December 2013 and subsequent updates

Issuer: the issuer of securities to which the Report refers, i.e., Banca Ifis S.p.A..

FY: the financial year to which the Report refers.

Consob Issuers' Regulation: the Regulation issued by Consob by Resolution No. 11971 of 1999 (as subsequently amended) concerning issuers.

Consob Market Regulation: the Regulation issued by Consob with Resolution No. 20249 of 2017 (as subsequently amended) concerning markets.

Consob Related Parties Regulation: the Regulation issued by Consob with Resolution No. 17221 of 12 March 2010 (as subsequently amended) concerning transactions with related parties.

Report: the report on corporate governance and corporate structures that companies are required to prepare and publish pursuant to Art. 123-bis of the TUF.

Remuneration Report: the report on the remuneration policy and the fees paid that companies are required to prepare and publish pursuant to Art. 123-ter of the TUF and 84-quater of Consob Issuers' Regulation.

Consolidated Law on Finance ("TUF", Testo Unico della Finanza): Legislative Decree No. 58 of 24 February 1998 and subsequent

amendments.

Consolidated Law on Banking ("TUB", Testo Unico Bancario): Legislative Decree No. 385 of 1 September 1993 and subsequent amendments.

Unless otherwise specified, the definitions in the CG Code relating to the following are also to be understood as being referred to by reference: directors, executive directors, independent directors, significant shareholder, chief executive officer (CEO), board of directors, control body, business plan, concentrated ownership company, large company, sustainable success, top management.

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Banca Ifis | 2023 Report on Corporate Governance and Shareholding Structure

1. Issuer Profile

Banca Ifis is organised according to the traditional administration and control model; subject to the provisions contained in the Supervisory Provisions issued by the Bank of Italy (Circular No. 285/2013) and in particular, with regard to the issue of corporate governance pursuant to the provisions contained in the aforementioned Circular in Part I, Title IV, Chapter 1, it qualifies as a bank of greater size or operational complexity, as it is a listed bank. Banca Ifis is a Less Significant Institutions subject to the direct supervisory powers of the Bank of Italy; Banca Ifis has been listed on the Milan Stock Exchange (Euronext Star segment) since 2003.

Starting FY 2017, the Bank publishes the non-financial statement (NFS) on its website, which can be found at https://bancaifis.it/la-nostra-sostenibilita/dichiarazione-non-finanziaria/, pursuant to Legislative Decree No. 254/2016 as a public interest entity with the dimensional characteristics required for the application of the regulations.

The company does not fall within the definition of an SME pursuant to Article 1, paragraph 1, letter w-quater. 1) of the TUF and Art. 2-ter of Consob Issuers' Regulation and, pursuant to the definitions of the Corporate Governance Code, it is included among "companies with concentrated ownership" but not among "large companies".

Banca Ifis is the parent company of the Banca Ifis Banking Group, an active player in speciality finance. The main business activities are the offer of services and credit solutions to businesses and the acquisition/management of impaired credit portfolios; Banca Ifis is a challenger bank made up of people, experience and technology that develops specialised solutions for the world of businesses and individuals with the aim of creating lasting and sustainable value. It meets the needs of individuals and Small Medium Enterprises, thanks to a unique specialised and diversified business model. The Banca Ifis Group identifies itself as a digital, sustainable, and authentic bank, based on solid principles of integrity, transparency, and competence, in a constant search for improvement and excellence, to provide concrete support to businesses.

Banca Ifis has embarked on an important journey to increasingly integrate ESG criteria into the business model. With a clear vision: sustainability, in all its forms, represents a lever for creating value and a fundamental driver of development, which looks at the tangible impacts on people, the environment and the community. For this reason, the new Business Plan has defined a Sustainable Bank project that sets precise objectives and commitments on the three ESG dimensions - Environment, Social and Governance - with direct connections to the business.

In order to give impetus and effectiveness to ESG activities and initiatives, the Parent Company has set up a special Committee chaired by the Chairman of the Board of Directors, in which some of the top managers of the Bank and its Subsidiaries participate, in addition to the Deputy Chair of the Board of Directors, the Chief Executive Officer, and the Co- General Managers.

At the date of approval of the Report, the other companies making up the Banking Group are:

• Cap.Ital.Fin. S.p.A., a financial intermediary registered in the Register pursuant to Art. 106 of the TUB, which represents the Group's consumer credit business unit, specialising in salary and pension backed loans;
• Banca Credifarma S.p.A., created on 11 April 2022 through the merger by incorporation of Credifarma into Farbanca, is the first Italian pole specialising in financial services to pharmacies. The Bank's mission is the development and growth of the pharmacy sector by offering pharmacies all the solutions to support their different business needs, assisting them from opening or acquisition to management and restructuring;
• Ifis Finance I.F.N. S.A., a financial company under Romanian law, with the aim of supporting both the domestic market and Romanian companies with receivables from foreign customers. It supports companies in their growth and innovation processes through various factoring solutions.

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Banca Ifis | 2023 Report on Corporate Governance and Shareholding Structure

• Ifis Finance Sp. z o.o., a financial company under Polish law specialising in factoring services which include the financing of trade receivables, the management of payments and the hedging of credit risk towards customers;
• Ifis Npl 2021-1SPV S.r.l., a company incorporated pursuant to Law 130/99 for the purposes of a loan securitisation transaction and registered in the list of vehicle companies kept by the Bank of Italy pursuant to Bank of Italy Order No. 35782.2 of 7 June 2017;
• Ifis Npl Investing S.p.A., a financial intermediary registered in the Register pursuant to Art. 106 of the TUB and an active investor in the Italian market of non-performing loans. The company purchases Npl portfolios, mainly originated by financial institutions and banks, and originates for the Group investment opportunities in fund units and securitisation notes, issued by vehicles that invest in impaired loans; the company supports the Group in senior financing and special lending transactions on distressed portfolios. Ifis Npl Investing S.p.A. controls:
• • Ifis Npl Servicing S.p.A., a financial intermediary registered in the Register pursuant to Art. 106 of the TUB, which manages and integrates the various platforms for the management and collection of non-performing loans both for the portfolio owned by Ifis Npl Investing S.p.A. and for third parties;
  • Revalea S.p.A., a financial intermediary registered in the Register pursuant to Article 106 of the TUB, operating in the Npl business, specialised in unsecured loans and wholly owned by Ifis Npl Investing S.p.A.. On 31 October 2023, the long-term partnership signed in May 2023 with the Mediobanca Group for the management of non-performing loans was finalised, taking material effect with the acquisition of Revalea S.p.A..

Banca Ifis also controls Ifis Rental Services S.r.l., an unregulated company specialising in the operating rental segment, not included in the Banking Group's perimeter.

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