Banca Sistema

Notice of Dividend Amount • Mar 30, 2020

BANCA SISTEMA S.P.A.

Fully paid-up share capital € 9,650,526.24 Tax code and Milan Company Register No. 12870770158 - ABI code No. 03158.3 Largo Augusto 1/A, angolo Via Verziere 13, 20122 Milan

__________________ www.bancasistema.it

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING, HELD ON SINGLE CALL AT THE REGISTERED OFFICE AT LARGO AUGUSTO 1/A, ANGOLO VIA VERZIERE 13, MILAN 23 APRIL 2020, 10.00 A.M.

BOARD OF DIRECTORS' REPORT ON ITEM 2 OF THE AGENDA

(prepared pursuant to Art. 125-ter of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented)

ORDINARY MEETING

"ALLOCATION OF THE PROFIT FOR THE YEAR 2019. RELATING AND RESULTING RESOLUTIONS"

BOARD OF DIRECTORS' REPORT

Dear Shareholders,

We refer to the proposed resolution submitted to the Ordinary Shareholders' Meeting, as described below, on the proposed allocation of the profit for 2019.

In the separate financial statements, Banca Sistema S.p.A. reported a profit for the year 2019 of € 29,955,723.45.

In line with the allocations proposed in previous years, the Board of Directors proposes that the profit for the year 2019 should be allocated as follows:

• to dividend of € 7,479,157.84 for the 80,421,052 ordinary shares, equal to € 0.093 per share;
• the remainder of € 22,476,565.61 to retained earnings.

Please note that no allocation to the legal reserve was made since the limits set out in Article 2430 of the Italian Civil Code were reached.

We also propose that the allocation of the dividend be made in cash, in accordance with the provisions of applicable laws and regulations, with ex-dividend date of 4 May 2020, and payment on 6 May 2020. Under the provisions of article 83-terdecies of Legislative Decree 58/1998 (Consolidated Law on Finance), all those who are registered as shareholders according to the accounting records at the end of the accounting day of 5 May 2020 (record date) will be entitled to receive the above dividend.

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Dear Shareholders,

With reference to the above, we invite you to approve the following resolutions:

"The Ordinary Shareholders' Meeting of Banca Sistema S.p.A., pursuant to the decisions made during approval of the financial statements at 31 December 2019,

resolves:

• (i) to allocate the profit for the year 2019 of Banca Sistema S.p.A. equal to € 29,955,723.45 as follows: - to dividend of € 7,479,157.84 for the 80,421,052 ordinary shares, equal to € 0.093 per share;
  • the remainder of € 22,476,565.61 to retained earnings.
  • in the manner and within the terms set forth by this Report. Please note that no allocation to the legal reserve was made since the limits set out in Article 2430 of the Italian Civil Code were reached;
• (ii) to pay the above dividend as of 6 May 2020. Payment will be made through the authorised intermediaries with whom the shares in the Monte Titoli System are registered.

Milan, 30 March 2020

On behalf of the Board of Directors Ms. Luitgard Spögler Chairperson of the Board of Directors