Banca Ifis S.p.A.

SHAREHOLDERS' MEETING

EXPLANATORY REPORT OF THE BOARD OF DIRECTORS ON ITEM 1) EXTRAORDINARY PART AND ITEM 1) ORDINARY PART OF THE AGENDA OF THE SHAREHOLDERS' MEETING

CONVENED FOR 28 JULY 2022, IN A SINGLE CALL

(drafted pursuant to Art. 125‐ter of Italian Legislative Decree no. 58 of 24 February 1998, as amended and supplemented)

Shareholders,

This report (the "Report") is prepared pursuant to Article 125‐ter of Legislative Decree no. 58 of 24 February 1998, as amended and supplemented (the "Consolidated Law on Finance")and Article 84‐ter of the Regulation adopted by Consob Resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), in order to illustrate to the Extraordinary and Ordinary Shareholders' Meeting of Banca Ifis S.p.A. ("Banca Ifis" or the "Bank"), convened for 28 July 2022 in a single call (the "Shareholders' Meeting"), the proposed resolutions set forth respectively in the first item on the agenda of the Extraordinary Part and the first item on the agenda of the Ordinary Part.

Item 1) on the Agenda of the Shareholders' Meeting ‐ Extraordinary Part Amendments to Articles 1, 3, 4, 6, 9, 10, 10‐bis, 11, 12, 12‐bis, 13, 14, 15, 19, 21, 22, 23, 24 and 25 of the Articles of Association. Related and consequent resolutions.

Shareholders,

this section of the Report is prepared in accordance with Article 125‐ter of the Consolidated Law on Finance and Article 72 of the Issuers' Regulation as well as in accordance with Schedule 3 of Annex 3A to the Issuers' Regulation, in order to illustrate to the Shareholders' Meeting, the proposed resolution referred to in the first item on the agenda of the Extraordinary Part.

The purpose of this section of the Report is to explain the rationale behind the proposed statutory amendments. Specifically, the statutory amendments intended to be submitted to the Shareholders' Meeting for approval concern:

(i) granting the Board of Directors the power to make interim dividend distributions, in accordance with the most recent practices adopted by leading banks in the Italian market;
(ii) the implementation ‐ on a voluntary basis, given the statutory provisions to that effect already in force and with a view to full transparency towards shareholders and the market ‐ of the recent provisions adopted by the Bank of Italy with Update no. 35 of Circular no. 285 of 17 December 2013 ("Circular 285") on corporate governance, through the redefinition of the tasks that cannot be delegated to the Board of Directors, as well as the strengthening of the safeguards to protect the transparency of board meetings;
(iii) updating and adjusting governance provisions in relation to the method of appointment and the definition of the powers in charge of the Honorary Chairman and the latest regulatory changes regarding, among other things, independence and gender balance in the formation and presentation of lists, and optimising certain operational practices through:
a. the elimination of the provision requiring the presence in the same place of the Chairman and Secretary for the purpose of the proper conduct and recording of board business; and
b. the identification of the place where the Chairman is located as the location of the board meeting (the proposed amendments to the Articles of Association under points (i) ‐ (iii), jointly, the "Proposed Amendments").

It should be noted that the effectiveness of the resolution approving these amendments will be conditioned by the issuance of a ruling on the conformity of the amendments to the Articles of Association with the criteria of sound and prudent management pursuant to Articles 56 and 61 now in force of Legislative Decree no. 385 of 1 September 1993 (the "Consolidated Banking Act") by the Bank of Italy, where the Supervisory Authority does not issue a ruling prior to the date of this meeting.

1. Rationale for the Proposed Amendments

First and foremost, the Proposed Amendments are driven by the need to bring the Bank's Articles of Association in line with the latest market best practices, specifically giving the Board of Directors the power to make interim dividend distributions.

Further Proposed Amendments also regard (i) the adjustment, on a voluntary basis, of the Articles of Association to the provisions adopted by the Bank of Italy with the 35th update of Circular 285 on governance, particularly in relation to the non‐delegable tasks of the administrative body and the strengthening of safeguards to protect the transparency of board meetings, and (ii) the updating of the Articles of Association provisions relating to the Honorary Chairman, the requirements of independence and gender balance to be considered in the presentation of lists, and certain operational practices for the better functioning of the Corporate Bodies.

Amendments to the Articles of Association will be conditional on the issuance of the Bank of Italy's decision that they comply with the criteria of sound and prudent management under Article 56 of the Consolidated Banking Act.

That being said, the main Proposed Amendments to the Articles of Association are outlined below.

Article 10‐bis ‐ Shareholders' Meetings

In line with market standards and for the purpose of enhancing the value of the contribution to the Bank, it is proposed, prospectively, to revise the provisions regarding the figure of the Honorary Chairman in order to:

(i) specify the method of appointment (by the Shareholders' Meeting, upon the proposal of the Board of Directors) and the term of office (to be defined at the time of appointment,

including open‐ended); and

(ii) provide that the Honorary Chairman, if appointed, shall have the power to:
a. attend Board meetings and express opinions on matters under discussion;
b. speak at the Shareholders' Meeting; and
c. collaborate with the Chief Executive Officer on the pursuit and implementation of initiatives of interest to the Bank.

Article 11 ‐ Direction

It is proposed to replace the current legal and regulatory provisions duly identified with the generic reference to "current regulations", which includes references to market regulations and codes of conduct to which the Bank adheres.

This Proposed Amendment, aimed at obviating the automatic obsolescence of the provision that would occur in the event of the repeal or replacement of a law or legislative/ministerial decree expressly referred to in the Articles of Association, applies, among other things, with reference to:

(i) the minimum number of Directors, including when submitting lists, who must meet the independence requirements;
(ii) diversification in the composition of the Board of Directors, particularly with regard to gender quotas;
(iii) the requirements for corporate officers and the relevant attestation required when filing lists;
(iv) the share quotas for the filing of lists; and
(v) the filing and making available of lists.

Article 12 ‐ Direction

It is proposed to formalise the criterion of analyticity in the preparation of board minutes, which, in any case, is already substantially applied by the Bank.

Article 13 ‐ Direction

It is proposed that the provision requiring the necessary presence of the Chairman and Secretary in the same place for the proper conduct and recording of board proceedings be replaced with

the provision allowing the place where the Chairman is located to be identified as the place where the Board meeting is held.

Article 14 ‐ Direction

It is proposed that a provision be introduced to clarify the reservation of exclusive and non‐ delegable powers to the Board of Directors in:

(i) the approval, review and updating of the recovery plan, as well as its amendment and updating at the request of the Supervisory Authority;
(ii) the adoption, at the request of the Supervisory Authority, of the changes to be made to the activity, organisational structure or corporate form of the Bank or the Banking Group, and of the other measures necessary to achieve the aims of the recovery plan, as well as the elimination of the causes that form the basis for early intervention;
(iii) a decision to take a measure set forth in the recovery plan or to refrain from taking a measure even though the circumstances exist; and
(iv) approval of a policy to promote diversity and inclusiveness (the Diversity Policy).

Article 19 ‐ Direction

It is proposed to update the regulatory references of the requirements laid down for the executive in charge by the current regulations, in line with the provisions of Article 11 of the Articles of Association.

Article 21 ‐ Board of Statutory Auditors

It is proposed that regulatory references be updated when, in particular, submitting lists, in relation to, among other things, gender balance in order to clarify the provisions on list composition.

Article 24 ‐ Financial statements and profits

It is proposed that the Board of Directors be granted the power to distribute interim dividends in the cases, in the manner and within the limits provided by the laws and regulations in force from time to time, in accordance with industry best practices.

Article 1 ‐ Name Article 3 ‐ Duration Article 4 ‐ Object Articles 6, 9 and 10 ‐ Shareholders' Meetings Article 12‐bis and 15 ‐ Direction Articles 21 and 22 ‐ Board of Statutory Auditors Article 23 ‐ Financial statements and profits Article 25 ‐ Dissolution

Revisions are proposed that are merely formal in nature, with no substantive impact (e.g., correction of typos, punctuation changes, and substitution of capital or lower case letters).

2. Comparative text of the Articles of Association

Please find below, also in accordance with Schedule no. 3 of Annex 3A of the Issuers' Regulations:

(i) the current texts of Articles 1, 3, 4, 6, 9, 10, 10‐bis, 11, 12, 12‐bis, 13, 14, 15, 19, 21, 22, 23, 24, and 25 of the Bank's Articles of Association (see column "Current Articles of Association"); and
(ii) the Proposed Amendments made by the Board of Directors and submitted to the Shareholders' Meeting, highlighted in bold/underlined and in strike‐through (see "Proposed text" column).

Current Articles of Association	Proposed text
Art.1): The Company is a public limited	Art.1): The Company is a public limited
company having the name "BANCA IFIS	company having the name ""BANCA IFIS
S.p.A.".	S.p.A."".
Art.3): The terms of existence of the	Art.3): The terms of existence of the
Company will expire on 31 (thirty‐first)	Company will expire on 31 (thirty‐first)
December 2050 (twenty, fifty), and may be	December 2050 (twenty, fifty), and may be
extended with a resolution by the	extended with a resolution by the
Extraordinary Shareholders' Meeting. In	Extraordinary Shareholders' Meeting. In
cases of such a resolution to extend the	cases of such a resolution to extend the

represented in the Shareholders' Meeting, pursuant to the law, by means of written proxy or proxy granted by electronic means. The electronic notification of the proxy may be made using a special form available on the Company's website.

The Company designates for each Shareholders' Meeting, indicating them accordingly in the notice to convene, one or more individuals to whom the holders of voting rights may grant, following the methods established by applicable normative provisions, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy has effect with regard to the proposals for which voting instructions have been provided.

With regard to the majorities for the validity of resolutions and the drafting of the minutes, reference is made to the provisions of the law, to applicable regulations, to the Articles of Association and to the Shareholders' Meeting Regulations.

Art.10): The ordinary Shareholders' Meeting approves the remuneration and incentive policies. In particular, the ordinary Shareholders' Meeting, in addition to establishing the remuneration due to the bodies it has appointed, approves:

‐ the remuneration and incentive policies for the Board of Directors, the Chief Executive represented in the Shareholders'' Meeting, pursuant to the law, by means of written proxy or proxy granted by electronic means. The electronic notification of the proxy may be made using a special form available on the Company's website.

‐ the remuneration and incentive policies for the Board of Directors, the Chief Executive

Officer, the Board of Statutory Auditors, the General Manager, the Joint General Manager(s) and the remaining personnel;

‐ any remuneration plans based on financial instruments (e.g. stock options);

‐ criteria to determine the remuneration to be paid in the case of an early termination of an employment relationship or early termination of an office, including the maximum limits set for this remuneration in terms of annual fixed amount and the maximum amount deriving from their application.

In addition, the ordinary Shareholders' Meeting shall have the faculty to decide, when approving the remuneration policies, the ratio between the variable and the fixed component of individual remuneration of personnel that exceeds 100% (1:1 ratio), but which, in any way, may not exceed the limit set forth by the applicable legal and regulatory provisions pro tempore (currently equal to 200%, a ratio of 2:1). The proposal may be considered validly approved with the majorities provided for by the legislation applicable over time, namely, at present: ‐ with the favourable vote of at least 2/3 of the share capital represented at the Shareholders' Meeting, if the Shareholders' Meeting consists of at least half of the share

capital;

Officer, the Board of Statutory Auditors, the General Manager, the Joint General Manager(s) and the remaining personnel; ‐ any remuneration plans based on financial instruments (e.g. stock options);

‐ with the favourable vote of at least 2/3 of the share capital represented at the Shareholders' Meeting, if the Shareholders' Meeting consists of at least half of the share capital;

‐ with the favourable vote of at least 3/4 of the share capital represented at the Shareholders' Meeting, whatever the share capital the Shareholders' Meeting consists in. The fees payable to the members of the Board of Directors are established at the time of their appointment or by the Shareholders' Meeting, pursuant to art. 2389 of the ICC. The remuneration of directors vested in particular positions in accordance with the Articles of Association may be established by the Board of Directors, having received the favourable opinion of the Board of Statutory Auditors. The Shareholders' Meeting may determine a total amount of remuneration for all Directors, including those assigned specific tasks.

Art.10‐bis): The Shareholders' Meeting may appoint an Honorary Chairman, even from outside the members of the Board of Directors, chosen from among the people who have significantly contributed to the prestige and development of the Company. If appointed, the Honorary Chairman, who is not a director, may attend Shareholders' Meetings and meetings of the Board of Directors, in an advisory capacity and without voting rights. The Honorary Chairman may be appointed by the Board of Directors to represent the Company, among other things.

‐ with the favourable vote of at least 3/4 of the share capital represented at the Shareholders' Meeting, whatever the share capital the Shareholders' Meeting consists in. The fees payable to the members of the Board of Directors are established at the time of their appointment or by the Shareholders' Meeting, pursuant to art. 2389 of the ICC.Italian Civil Code. The remuneration of directors vested in particular positions in accordance with the Articles of Association may be established by the Board of Directors, having received the favourable opinion of the Board of Statutory Auditors. The Shareholders' Meeting may determine a total amount of remuneration for all Directors, including those assigned specific tasks.

Art.10‐bis): On the proposal of the Board of Directors, the Shareholders' Meeting may appoint an Honorary Chairman, even from outside the members of the Board of Directors, chosen from among the people who have significantly contributed to the prestige and development of the Company, also determining the remuneration.

The Honorary Chairman serves for the period of time, including an indefinite period, determined by the Shareholders' Meeting at the time of appointment.

If appointed, the Honorary Chairman, who is not a director, may attend Shareholders'

Meetings and meetings of the Board of Directors, in an advisory capacity and without voting rights, expressing opinions on the matters discussed and has the faculty to intervene in Shareholders' Meetings. The Honorary Chairman collaborates with the Chief Executive Officer in connection with the development and implementation of initiatives involving the Company and may serve The Honorary Chairman may be entrusted by the Board of Directors as a representative of the Company, inter alia.

Art.11): The Company is governed by a Board of Directors consisting of five to fifteen members, elected by the Shareholders' Meeting. They must possess professionalism and authority so as to ensure a high level of internal dialogue within the body to which they belong, and to make a significant contribution to shaping the will of the same; and at least a quarter of the members must possess the independence requirements provided for by applicable legislation and regulation in force at the time. The composition of the bodies must reflect an

adequate degree of diversification in terms, among other things, of skills, experience, age, gender, international scope.

For the purposes of appointing or co‐opting the directors, the Board of Directors Art.11): The Company is governed by a Board of Directors consisting of five to fifteen members, elected by the Shareholders' Meeting. They must possess such professionalism and authority as to ensure a high level of internal dialectic within the body to which they belong and to make a major contribution to the formation of its will and at least a quarter of the.

A number of members equal to at least the extent provided for by the legislation, including regulations, applicable from time to time in force, including but not limited of market regulations and codes of conduct to which the Bank adheres (jointly, the "Governing Legislation") must meet the requirements of independence set forth in the Ggoverning Llegislation and regulations

identifies in advance the qualitative and quantitative composition it deems optimal by identifying and justifying the theoretical profile (including professionalism and any independence characteristics) of the candidates.

The results of the analyses carried out by the Board of Directors must be brought to the attention of the shareholders in due time so that the choice of candidates to be presented can take the professional skills required into account. Of course, the possibility remains for the shareholders to carry out their own assessments on the optimal composition of the body and to present candidacies consistent with these, giving reasons for any differences with respect to the analyses carried out by the board.

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 appointment of the members of the Board of Directors is based on lists presented by the shareholders; candidates are listed in sequential order and their number must not exceed the maximum number of Members established by the Articles of Association.

applicable over time.

The composition of the bodies must reflect an adequate degree of diversification in terms, among other things, of skills, experience, age, gender, international scope, in compliance with Governing Legislation.

For the purposes of appointing or co‐opting the directors, the Board of Directors identifies in advance the qualitative and quantitative composition it deems optimal by identifying and justifying the theoretical profile (including professionalism and any independence characteristics) of the candidates.

The right to present a list is only granted to shareholders who, at the time of the presentation of the list, own, alone or jointly, a stake of at least 1% (one percent) of ordinary shares or other minimum ownership threshold that ‐ pursuant to the governing legislation ‐ will be indicated in the notice of convocation of the Shareholders' Meeting which is called upon to deliberate on the appointment of the members of the Board of Directors.

A shareholder may not submit or vote for more than one list, even through a third party or a trust company. Shareholders belonging to the same group and shareholders who are party to a shareholders' agreement concerning the Company's shares may not submit or vote for more than one list, not even through a third party or trust company. A candidate may only be on one list under penalty of ineligibility.

The lists are deposited at the registered office of the Company by the twenty‐fifth day before the date of the first‐call Shareholders' Meeting and are made available to the pubic at the registered office of the company, on the Company's website and by the other means set forth by the applicable regulatory framework, at least twenty days before the date of the first‐call Shareholders' Meeting.

Ownership of the minimum number of shares

statements related to the last year of their office.

The right to present a list is only granted to shareholders who, at the time of the presentation of the list, own, alone or jointly, a stake of at least 1% (one percent) of ordinary shares or other minimum ownership threshold that ‐ pursuant to the Ggoverning Llegislation ‐ will be indicated in the notice of convocation of the Shareholders' Meeting which is called upon to deliberate on the appointment of the members of the Board of Directors.

The lists are deposited at the registered office of the Company by the twenty‐fifth day

needed to submit a list is determined by taking into account the shares recorded in the name of the individual shareholder or multiple joint‐shareholders on the day lists are submitted to the Company. In order to prove the ownership of the number of shares necessary to submit the lists, the shareholders may produce the related certification also after the filing, provided that it is within the deadline for the publication of the lists by the Company. Lists must be supplied complete with:

‐ information relating to the identity of shareholders who submitted lists, stating the overall percentage of shares held;

‐ a declaration of the shareholders other than those who hold, including jointly, a controlling or relative majority shareholding, certifying the absence of relationships as indicated in Article 147‐ter of Legislative Decree no. 58/1998 and art. 144‐quinquies of the "Implementing Regulation of Legislative Decree no. 58/1998 concerning the discipline of issuers" with the latter;

‐ exhaustive information on the candidates' personal and professional characteristics, as well as a declaration by the candidates themselves certifying the possession of the requirements and criteria provided for by the applicable legislation and regulation in force at the time, and their acceptance of the before the date of the first‐call Shareholders' Meeting and are made available to the public at the registered office of the company, on the Company's website and by the other means set forth by the Ggoverning Llegislation, at least twenty days before the date of the first‐call Shareholders' Meeting. Ownership of the minimum number of shares needed to submit a list is determined by taking into account the shares recorded in the name of the individual shareholder or multiple joint‐shareholders on the day lists are submitted to the Company. In order to prove the ownership of the number of shares necessary to submit the lists, the shareholders may produce the related certification also after the filing, provided that it is within the deadline for the publication of the lists by the Company. Lists must be supplied complete with:

‐ information relating to the identity of shareholders who submitted lists, stating the overall percentage of shares held;

candidacy.

Candidates who do not meet the requirements and criteria established by Article 26 of Legislative Decree no. 385/1993 and the relative implementation regulations, also of a regulatory nature, in force at the time, may not be included in said lists. Each list must also indicate:

‐ at least a quarter of the members (if this ratio is not an integer, round it down to the next lowest whole number if the first decimal is less than or equal to 5; otherwise round it up to the next highest whole number) that meet the independence obligations provided for both by the Corporate Governance Code for Listed Companies required by Borsa Italiana S.p.A. and Article 148, paragraph 3 of Legislative Decree no. 58/1998. These candidates must be the first four names on the list in sequential order;

‐ at least a third of the list must be made up of candidates representing the least represented gender, except for lists containing fewer than three candidates.

Lists that do not comply with the requirements outlined above shall be deemed not to have been submitted.

Members of the Board of Directors are elected as follows:

1) all Directors except one are elected from the list obtaining the highest number of votes of issuers" with the latter;

The lists can only include candidates who have certified that they Candidates who do not meet the requirements and criteria established by Article 26 of Legislative Decree no. 385/1993 and the relative implementation regulations, also of a regulatory nature, in force at the timethe Governing Legislation. Each list must also indicate:

‐ at least one‐quarter of membersif the number of candidates is equal to or greater than 2, candidates who meet the independence requirements provided for by the Governing Legislation, in the minimum number provided for by the Governing Legislation, also having regard to the segment in which the shares are listed (if this the ratio is notyields a whole number, it is rounded down to the lower integer if the first decimal is less than or equal to 5; otherwise it is rounded up to the upper integer)who meet the independence requirements provided for

at the Shareholders' Meeting, according to the sequential order with which they are indicated on the list;

2) from the list that obtained the highest number of votes at the Shareholders' Meeting and which, pursuant to art. 147‐ter, paragraph 3 of Legislative Decree no. 58/1998, is not connected in any way, not even indirectly, with the shareholders who presented or voted on the list with the highest number of votes, then a director is declared.

If these drawing criteria do not guarantee the balance between genders to the extent established by the laws and regulations in force from time to time, a scrolling mechanism shall be applied to the drawing from the list that obtained the highest number of votes at the Shareholders' Meeting, based on the sequential order in which the candidates are indicated, that excludes the candidate or candidates of the gender most represented and draws the candidate or candidates of the missing gender.

If just one list of candidates is submitted, the names indicated on that list will be elected as Members of the Board of Directors, up to the number of Directors to be elected less one, who shall be elected by the Shareholders' Meeting there and then, based on a simple both by the Code of Corporate Governance of Listed Companies prepared by Borsa Italiana S.p.A. and by Article 148, paragraph 3 of Legislative Decree No. 58/1998. These candidates must be the first four names on the list in sequential order;

‐ a number of candidates, at least equal to the measure provided for in the Governing Legislation, of at least one third belonging to the least represented gender, except for lists with fewer than three candidates.

Any list where the above provisions on members are not observed is considered as not having been presented.

Members of the Board of Directors are elected as follows:

1) all Directors except one are elected from the list obtaining the highest number of votes at the Shareholders' Meeting, according to the sequential order with which they are indicated on the list;

Should this selection criteria fail to ensure

majority but excluding from the vote the shareholders who submitted the single list, and based on the proposal of the shareholders entitled to the right to vote pursuant to this paragraph.

In any case, at least one quarter of the members of the Board of Directors must possess the independence requirements established both by the Code for Listed Companies prepared by Borsa Italiana S.p.A. and by art. 148, paragraph 3 of Legislative Decree no. 58/1998.

If, during the year, less than a quarter of the directors are in possession of these requirements, the Board will resolve to terminate the role of one or two of its Members who have ceased to meet such requirements, based on a criterion of shorter tenure, or, in the case of equal tenure, lower age, and will co‐opt one or two independent members.

The laws in force, without the involvement of list voting, shall govern any replacement of Directors, except in the event that all Directors cease their roles.

Moreover, in the event of the resignation of the director declared from the list that obtained the highest number of votes at the Shareholders' Meeting and who, pursuant to art. 147‐ter, paragraph 3 of Legislative Decree no. 58/1998, is not connected in any way, proper gender balance to the extent established on a case by case basis by the Ggoverning Llegislation Italian Law's applicable legislation and regulation in force at the time, a sliding mechanism is applied to the selection from the list which obtained, during the Shareholders' Meeting, the highest number of votes based on the sequential order in which the candidates are indicated. This mechanism excludes the candidate or candidates of the most represented gender and draws the candidate or candidates of the unrepresentedleast represented gender.

If just one list of candidates is submitted, the names indicated on that list will be elected as Members of the Board of Directors, up to the number of Directors to be elected less one, who shall be elected by the Shareholders' Meeting there and then, based on a simple majority but excluding from the vote the shareholders who submitted the single list, and based on the proposal of the shareholders entitled to the right to vote pursuant to this paragraph.

In any case, at least one quarter of theat least the number of members of the Board of Directors envisaged by the Governing Legislation must possess the independence requirements established both by the Code for Listed Companies prepared by Borsa

even indirectly, with the members who have submitted or voted on the list that appeared first by number of votes, the Board will first check the continued availability of the candidates included on the list, according to the its sequential order, and will co‐opt members based on this criterion of preference.

In the event of the termination of a director belonging to the least represented gender, the co‐opted director shall still belong to the same gender.

Italiana S.p.A. and by art. 148, paragraph 3 of Legislative Decree no. 58/1998by the Governing Legislation.

If, during the course of the financial year, a number of directors less than one‐quarter the minimum number required by the Governing Legislation turn out to meet these requirements, the Board will resolve to disqualify one or more of its members who have lost these requirements, according to a criterion of less seniority in office or, if equal, seniority in office, according to a criterion of lesser age, and. The Board will then co‐opt one or more independent members, subject to compliance with the gender balance, at least to the extent required by the Governing Legislation.

The laws in force, without the involvement of list voting, shall govern any replacement of Directors, except in the event that all Directors cease their roles.

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. For these purposes, the Chairman shall ensure that:

‐ the directors are provided in reasonable advance with the documentation supporting the board's resolutions or, at least, with general information on the matters to be discussed;

‐ the documentation supporting the resolutions, particularly when provided to non‐executive members, is adequate in both quality and quantity with respect to the items on the agenda.

To carry out the Board's work, the Chairman may be assisted by a person of his/her choice, even chosen from outside the members of the Board of Directors.

‐ the directors are provided in reasonable advance with the documentation supporting the board's resolutions or, at least, with general information on the matters to be discussed;

‐ the documentation supporting the resolutions, particularly when provided to non‐executive members, is adequate in both quality and quantity with respect to the items on the agenda.

The Board, after hearing the Chairman, appoints the Secretary, who may also be chosen from outside the members of the administrative body, and his/her alternate. The Secretary is responsible for drawing up and keeping the minutes of each meeting, which must be signed by the person presiding over the meeting and by the Secretary himself. The minutes of the Board of Directors' meetings shall detail the decision‐ making process, including an account of the underlying rationale, and shall be adequate to enable a reconstruction of the course of the debate and the various positions expressed.

necessary time is dedicated to them.

Board meetings will be validly established even when held through means of telecommunication, as long as all the participants can be identified by the Chairman and all other attendees are allowed to follow the discussion and intervene in real time in the discussion of the topics, are allowed to receive, transmit and view documents relating to these topics, and all of the above is acknowledged in the relative minutes. Once these conditions are met, the meeting of the Board of Directors is considered held in the place where the Chairman is located and where the Secretary of the meeting must also be, in order to allow the drafting of the relative minutes.

The resolutions of the Board are valid if the majority of the directors in office are present, and are taken by an absolute majority of those present. In the event of a tie, the vote of the Chairman of the Board of Directors prevails.

The Board of Directors meets at time intervals usually not exceeding three months, whenever the Chairman deems it necessary, or when it is requested by the Chief Executive Officer or at least three directors. The Board may also be convened by at least two statutory auditors upon notice given to the Chairman of the Board of Directors.

necessary time is dedicated to them. Board meetings will be validly established

even when held through means of telecommunication, as long as all the participants can be identified by the Chairman and all other attendees are allowed to follow the discussion and intervene in real time in the discussion of the topics, are allowed to receive, transmit and view documents relating to these topics, and all of the above is acknowledged in the relative minutes. Once these conditions are met, the meeting of the Board of Directors is considered held in the place where the Chairman is located and where the Secretary of the meeting must also be, in order to allow the drafting of the relative minutes.

Art.14): The Board of Directors is responsible for all the powers of ordinary and extraordinary administration, excluding those that, by law, lie within the competence of the Shareholders' Meeting.

Besides duties that may not be delegated by law, the Board of Directors is exclusively responsible for resolutions regarding:

‐ the business model, the strategic guidelines and operations and the business and financial plans;

‐ the guidelines of the internal control system and the verification that the same is consistent with the set strategic guidelines and the risk appetite and that the same is able to capture the evolution of the corporate risks and their interactions;

‐ the criteria to identify the more significant operations to submit to the prior examination of the risk control function;

‐ the amendments of the Articles of Association according to legal provisions;

‐ mergers by incorporation with other companies, in the cases provided for by articles 2505 and 2505‐bis of the Italian Civil Code;

‐ the reduction of capital in case of withdrawal;

‐ the indication of which Directors, in addition to those stated in these Articles of Association, may represent the Company;

Besides duties that may not be delegated by law, the Board of Directors is exclusively responsible for resolutions regarding:

‐ the business model, the strategic guidelines and operations and the business and financial plans;

‐ the criteria to identify the more significant operations to submit to the prior examination of the risk control function;

‐ the amendments of the Articles of Association according to legal provisions;

‐ mergers by incorporation with other companies, in the cases provided for by articles 2505 and 2505‐bis of the Italian Civil Code;

‐ the reduction of capital in case of withdrawal;

‐ the indication of which Directors, in addition to those stated in these Articles of Association, may represent the Company;

‐ the setting up of committees within the Board of Directors;

‐ the Risk Appetite Framework and the risk management policies as well as, having heard the opinion of the Board of Statutory Auditors, the evaluation of the completeness, adequacy, functionality, and reliability of the internal control and risk management systems and of the adequacy of the organisational, administrative and accounting structure;

‐ the determination of the general organisation of the Bank's structure and of the consequent internal regulations;

‐ the setting up and regulations, also for the structure of the signatory powers, of branches, subsidiaries, agencies, counters, representative offices and addresses, both in Italy and abroad, as well as their closing;

‐ the transfer of the registered office within the national territory;

‐ the buying and selling of equity investments, companies and/or companies divisions bringing about changes in the group, or investments and/or disinvestments that exceed 1% (one percent) of the bank's net equity as shown in the last approved financial statements of the Company;

‐ the determination of criteria for carrying out Bank of Italy's instructions;

‐ the appointment, dismissal and

‐ the setting up of committees within the Board of Directors;

‐ the determination of the general organisation of the Bank's structure and of the consequent internal regulations;

‐ the transfer of the registered office within the national territory;

‐ the determination of criteria for carrying out Bank of Italy's instructions;

‐ the appointment, dismissal and

‐ the process for the development and the validation of the internal systems for the risk assessment not employed for regulatory purposes and the periodical assessment of their correct working;

‐ the process for the approval of new products and services, the start of new activities, the entry into new markets;

‐ the corporate policy in the matter of outsourcing of corporate functions;

‐ the Code of Ethics which the members of the corporate bodies and the employees shall have to comply with in order to mitigate the operational and reputational risks of the Bank and to favour the spread of a culture of the internal controls.

The directors report promptly, but at least on a quarterly basis, to the Board of Statutory Auditors during Board of Directors' Meetings, or even directly, in writing, about the activities performed, the most significant operations carried out by the Company or its subsidiary companies and situations that could result in conflict of interest.

‐ the process for the development and the validation of the internal systems for the risk assessment not employed for regulatory purposes and the periodical assessment of their correct working;

‐ the process for the approval of new products and services, the start of new activities, the entry into new markets;

‐ the corporate policy in the matter of outsourcing of corporate functions;

‐ the approval, review and updating of the recovery plan, as well as its amendment and updating at the request of the Supervisory Authority;

‐ the adoption, at the request of the Supervisory Authority, of the changes to be made to the activity, organisational structure or corporate form of the bank (or the banking group), and of the other measures necessary to achieve the aims of the recovery plan, as well as the elimination of the causes that form the basis for early intervention;

‐ a decision to take a measure set forth in the recovery plan or to refrain from taking a measure even though the circumstances exist;

‐ approval of a policy to promote diversity and inclusiveness;

‐ the Code of Ethics which the members of the corporate bodies and the employees shall have to comply with in order to mitigate the

	operational and reputational risks of the Bank
	and to favour the spread of a culture of the
	internal controls.
	The directors report promptly, but at least on
	a quarterly basis, to the Board of Statutory
	Auditors during Board of Directors' Meetings,
	or even directly, in writing, about the
	activities performed, the most significant
	operations carried out by the Company or its
	subsidiary companies and situations that
	could result in conflict of interest.
Art.15): The Board appoints a Chief Executive	Art.15): The Board appoints a Chief Executive
Officer from among its members, who is in	Officer from among its members, who is in
charge of conducting company operations	charge of conducting company operations
aimed at achieving corporate strategic	aimed at achieving corporate strategic
direction and objectives. The Board also	direction and objectives. The Board also
confer special tasks onto individual directors,	confer special tasks onto individual directors,
all in accordance with and within the limits	all in accordance with and within the limits
established by art. 2381 of the ICC. The Board	established by art. 2381 of the C.C.Italian Civil
may also appoint attorneys for specific acts or	Code. The Board may also appoint attorneys
categories of acts and special attorneys. The	for specific acts or categories of acts and
Chief Executive Officer is responsible for	special attorneys. The Chief Executive Officer
implementing strategic directions and	is responsible for implementing strategic
company management, and makes use of the	directions and company management,
General Management.	and makes use of the General Management.
The Chief Executive Officer reports to the	The Chief Executive Officer reports to the
Board of Directors on his/her activities on a	Board of Directors on his/her activities on a
quarterly basis.	quarterly basis.
The Chief Executive Officer:	The Chief Executive Officer:
‐ defines and oversees the implementation of	‐ defines and oversees the implementation of
the risk management process;	the risk management process;

‐ defines and is responsible for implementing the process (heads of unit, procedures, conditions) to approve investments in new products, the distribution of new products or services and the start of new activities or entry into new markets;

‐ defines and supervises the implementation of the company policy regarding the outsourcing of company functions;

‐ defines and is responsible for implementing the processes and methodologies used to assess company activities, and, particularly, financial instruments; and is responsible for keeping them constantly updated;

‐ defines the internal information flows aimed at ensuring full knowledge and governability of risk factors and verification of compliance with the Risk Appetite Framework for corporate bodies and control departments;

‐ within the scope of the Group's Risk Appetite Framework, if a tolerance threshold has been defined, authorises the exceeding of the risk appetite within the limit represented by the tolerance threshold, and promptly informs the Board of Directors, identifying the managerial actions needed to restore the assumed risk within the pre‐set objective;

‐ implements the initiatives and interventions required to ensure the continuous ‐ defines and is responsible for implementing the process (heads of unit, procedures, conditions) to approve investments in new products, the distribution of new products or services and the start of new activities or entry into new markets;

‐ defines and supervises the implementation of the company policy regarding the outsourcing of company functions;

‐ implements the initiatives and interventions required to ensure the continuous

completeness, adequacy, functionality and reliability of the internal control system and informs the Board of Directors of the results of the checks carried out to;

‐ prepares and implements the necessary corrective or adjustment measures in case of deficiencies or anomalies, or following the introduction of new relevant products, activities, services or processes;

‐ implements the ICAAP process;

‐ with specific reference to the credit and counterparty risks, in line with the strategic lines, approves specific guidelines aimed at ensuring the efficacy of the system used to manage risk mitigation techniques and at guaranteeing compliance with the general and specific requisites of said techniques.

In case of emergencies, the Chief Executive Officer may adopt decisions regarding any business or transaction that does not fall under the exclusive purview of the Board of Directors, immediately notifying the Chairman of such decisions and announcing them to the Board at the first subsequent meeting.

completeness, adequacy, functionality and reliability of the internal control system and informs the Board of Directors of the results of the checks carried out to;

‐ implements the ICAAP process;

Art.19): As per article 154‐bis of Legislative Decree 58/1998 and if the necessary, compulsory approval has been given by the Board of Statutory Auditors, the Board of Directors appoints a Corporate Accounting Reporting Officer. Art.19): As per article 154‐bis of Legislative Decree 58/1998 and if the necessary, compulsory approval has been given by the Board of Statutory Auditors, the Board of Directors appoints a Corporate Accounting Reporting Officer.

This Corporate Accounting Reporting Officer must comply with the regulations regarding both the requisites of honourability for election to the position of Statutory Auditor, as per article 2 of Italian M.D. 162 of 30 March 2000, and the requisites of professionalism for election to the position of Director of a public bank, as per article 1, paragraph 1 of the Italian M.D. 161 of 18 March 1998.

The Corporate Accounting Reporting Officer puts in place suitable administrative and accounting procedures for the drawing up of statutory and consolidated financial reports for the accounting year, together with every other communication of a financial nature, also carrying out any other assignment provided for by the law.

The Board of Directors is responsible for ensuring the Corporate Accounting Reporting Officer has the necessary powers and means to accomplish the assignments attributed to him/her and to ensure that administrative and bookkeeping procedures are effectively respected.

Under article 154‐bis of Legislative Decree 58/1998, the Board of Directors gives this manager the necessary powers and means to accomplish the assignments attributed to him/her at nomination.

The Corporate Accounting Reporting Officer is subject to the provisions governing the This Corporate Accounting Reporting Officer must comply with the regulations regarding both the requisites of honourability for election to the position of Statutory Auditor, as per article 2 of Italian D.M. 162 of 30 March 2000, and the requisites of professionalism for election to the position of Director of a public bank, as per article 1, paragraph 1 of the Italian D.M. 18 March 1998 no. 161 provided for by the Governing Legislation.

Under article 154‐bis of Legislative Decree 58/1998, the Board of Directors gives this manager the necessary powers and means to accomplish the assignments attributed to him/her at nomination.

The Corporate Accounting Reporting Officer

party to a shareholders' agreement concerning the Company's shares may not submit or vote for more than one list, not even through a third party or trust company. A candidate may only be on one list under penalty of ineligibility.

Lists must be submitted to the Company's registered office at least twenty‐five days prior to the date set for the first‐call Shareholders' Meeting, and are made available to the public at the registered office, on the Company's website and through the other methods provided for by current legislation and regulatory provisions at least twenty‐one days prior to the date of the first‐ call Shareholders' Meeting.

Ownership of the minimum number of shares needed to submit a list is determined by taking into account the shares recorded in the name of the individual shareholder or multiple joint‐shareholders on the day lists are submitted to the Company. In order to prove the ownership of the number of shares necessary to submit the lists, the shareholders may produce the related certification also after the filing, provided that it is within the deadline for the publication of the lists by the Company. Lists must be supplied complete with:

‐ information relating to the identity of shareholders who submitted the lists, stating party to a shareholders' agreement concerning the Company's shares may not submit or vote for more than one list, not even through a third party or trust company. A candidate may only be on one list under penalty of ineligibility.

Lists shall be submitted to the Company's registered office at least twenty‐five days prior to the date set for the first‐call Shareholders' Meeting, and are made available to the public at the registered office, on the Company's website and through the other methods provided for by Ggoverning Llegislation at least twenty‐one days prior to the date of the first‐call Shareholders' Meeting.

Lists must be supplied complete with:

‐ information relating to the identity of shareholders who submitted the lists, stating

the overall percentage of shares held; ‐ a declaration of the shareholders other than those who hold, including jointly, a controlling or relative majority shareholding, certifying the absence of relationships as provided for by Article 144‐ quinquies of the "Implementing Regulation of Legislative Decree no. 58/1998 concerning the discipline of issuers" with the latter as well as other significant relationships;

‐ exhaustive information on candidates' personal and professional characteristics, as well as a declaration by the candidates themselves confirming possession of the requirements established by law and their acceptance of candidacy.

Candidates who already hold the post of auditor in five other listed companies or who do not possess and criteria provided for by Article 26 of Legislative Decree no. 385/1993 and the relative implementation regulations, also of a regulatory nature, in force at the time or that fall within the cases referred to in art. 148, paragraph 3 of Legislative Decree no. 58/1998 may not be included in the candidate list.

Each list shall contain at least one candidate for the office of Standing Auditor and at least one candidate for the office of Alternate Auditor belonging to the less represented gender. This requirement does not apply to the overall percentage of shares held; ‐ a declaration of the shareholders other than those who hold, including jointly, a controlling or relative majority shareholding, certifying the absence of relationships as provided for by Article 144‐ quinquies of the ""Implementing Regulation of Legislative Decree no. 58/1998 concerning the discipline of issuers"" with the latter as well as other significant relationships;

Each list must contain at least one candidate candidates for the office of standing auditor and at least one candidate candidates for the office of alternate auditor belonging to the least represented gender both genders at

lists with fewer than three candidates. Outgoing auditors may be re‐elected. The election of the auditors proceeds as

follows: 1) two standing auditors and one alternate

are elected from the list obtaining the highest number of votes, according to the sequential order with which they are indicated on the list;

2) from the list that obtained the highest number of votes among the lists presented and voted on by shareholders who are not connected to the reference shareholders pursuant to art. 148, paragraph 2 of Legislative Decree no. 58/1998, the candidate indicated in first place in the relevant section of the list is elected standing auditor; the candidate indicated in first place in the relevant section of the same list is elected alternate auditor.

In the case of a tie between two or more lists, the oldest candidates will be elected as Statutory Auditors.

If the above‐mentioned drawing criteria do not ensure the presence on the Board of at least one Standing Auditor and one Alternate Auditor belonging to the less represented gender, a scrolling mechanism shall be applied to the drawing from the list that obtained the highest number of votes at the Shareholders' Meeting, based on the least to the minimum extent provided for by the Governing Legislation. This requirement does not apply to lists that ‐ considering both sections ‐ present fewer than three candidates.

Outgoing auditors may be re‐elected.

The election of the auditors proceeds as follows:

1) two standing auditors and one alternate are elected from the list obtaining the highest number of votes, according to the sequential order with which they are indicated on the list;

In the case of a tie between two or more lists, the oldest candidates will be elected as Statutory Auditors.

If the selection criteria do not ensure election of at least one Standing Auditor and one Alternate Auditor belonging to the least represented gendergender balance as

sequential order in which the candidates are indicated, that excludes the candidate or candidates of the most represented gender and draws the candidate or candidates of the missing gender.

The standing auditor elected from the minority list shall be declared Chairman of the Board of Statutory Auditors.

If only lists with fewer than three candidates have been submitted and there is no candidate of the less represented gender, the presence of an alternate auditor of the less represented gender will not be mandatory, while the standing members of the Board will be appointed as follows:

1) the Chairman by drawing from the list that has obtained the highest number of minority votes;

2) a standing auditor by drawing from the majority list;

3) a standing auditor with majority vote at the Shareholders' Meeting who, without any list constraint, will be required to appoint a member belonging to the less represented gender.

The statutory auditor forfeits the office in the cases provided for by law as well as if the requirements required by the articles of association are no longer fulfilled.

In the event of the replacement of a standing auditor, the alternate belonging to the same

envisaged by the Governing Legislation, a sliding mechanism is applied to the selection from the list obtaining, during the Shareholders' Meeting, the highest number of votes based on the sequential order in which the candidates are indicated. This mechanism excludes the candidate or candidates of the most represented gender and selects the candidate or candidates of the missingleast represented gender.

The standing auditor elected from the minority list shall be declared Chairman of the Board of Statutory Auditors.

1) the Chairman by drawing from the list that has obtained the highest number of minority votes;

2) a standing auditor by drawing from the majority list;

3) a standing auditor with majority vote at the Shareholders' Meeting who, without any list constraint, will be required to appoint a member belonging to the less represented gender.

The statutory auditor forfeits the office in the

list as the one who left takes over, provided that the presence of at least one standing auditor belonging to the less represented gender is guaranteed. Otherwise, the other alternate auditor will take over.

If, despite the provisions hereof, only one list is presented or only one list receives votes, three Standing and two Alternate Auditors will be elected – on condition that the list in question receives the majority of the votes represented at the Shareholders' Meeting – in the order in which they are indicated on that list for the respective post. The Standing Auditor candidate indicated in first place on the list will be appointed Chairman of the Board of Statutory Auditors.

If it is necessary to appoint Standing and/or Alternate Auditors to supplement the Board of Statutory Auditors following early termination of the auditors in office, the Shareholders' Meeting will act as follows: if auditors elected from the majority list must be replaced, the auditor(s) are appointed by majority vote, without list constraints. If, however, it is necessary to replace a Statutory Auditor designated from the minority list, the Shareholders' Meeting will replace them by relative majority vote, choosing the candidate from among the candidates on the list from which the auditor to be replaced was elected. These candidates cases provided for by law as well as if the requirements required by the articles of association are no longer fulfilled.

In the event of the replacement of a standing auditor, the alternate belonging to the same list as the one who left takes over, provided that the presence of at least a standing auditor number of standing auditors belonging to the least represented gender is ensured, at least in the number envisaged by Governing Legislation. Otherwise, the other alternate auditor will take over.

If, despite the provisions of this article, only one list is presented or only one list receives votes, three Standing and two Alternate Auditors will be elected ‐ – on condition that the list in question receives the majority of the votes represented at the Shareholders' Meeting ‐ – in the order in which they are indicated on that list for the respective post. The Standing Auditor candidate indicated in first place on the list will be appointed Chairman of the Board of Statutory Auditors, without prejudice to respect, at all times, for gender balance as envisaged by Governing Legislation.

will have confirmed their candidacy at least twenty‐five days before the date set for the first‐call Shareholders' Meeting, together with statements confirming that no reasons for ineligibility or incompatibility exist, and that they possess the requirements needed to hold the post.

If this latter mechanism does not guarantee the presence of at least one statutory auditor belonging to the less represented gender, the appointment will take place by majority vote, without any list restrictions.

auditors elected from the majority list must be replaced, the auditor(s) are appointed by majority vote, without list constraints. If, however, it is necessary to replace a Statutory Auditor designated from the minority list, the Shareholders' Meeting will replace them by relative majority vote, choosing the candidate from among the candidates on the list from which the auditor to be replaced was elected. These candidates will have confirmed their candidacy at least twenty‐five days before the date set for the first‐call Shareholders' Meeting, together with statements confirming that no reasons for ineligibility or incompatibility exist, and that they possess the requirements needed to hold the post.

Art.22): The Board of Statutory Auditors	Art.22): The Board of Statutory Auditors
supervises:	supervises:
a) the observance of the Law, the Articles of	a) the observance of the Law, the Articles of
Association and the regulations;	Association and the regulations;
b) compliance with the principles of correct	b) compliance with the principles of correct
administration;	administration;
c) the adequacy of the organisational,	c) the adequacy of the organisational,
administrative and accounting structure	administrative and accounting structure
adopted by the Company and its concrete	adopted by the Company and its concrete

accounting years.	accounting years.
The dividends not collected are transferred to	The dividends not collected are transferred to
the Company.	the Company.
	The Board of Directors may approve the
	distribution of interim dividends in the cases,
	in the manner and within the limits of the
	rules and regulations in force over time.
Art.25): Should the Company be dissolved in	Art.25): Should the Company be dissolved in
any way and for any reason, the	any way and for any reason, the
Shareholders' Meeting will establish how the	Shareholders' Meeting will establish how the
company is to be liquidated and will	company is to be liquidated and will
nominate one or more liquidators,	nominate one or more liquidators,
determining the powers of such liquidators.	determining the powers of such liquidators.

3. Assessments on the validity of the right of withdrawal

It is believed that the Proposed Amendments do not fall under any of the cases of withdrawal provided for by the current provisions of the law and the Articles of Association.

4. Proposed resolution

In light of the above, the Board of Directors intends to submit the following for your approval

PROPOSED RESOLUTION

"The Shareholders' Meeting of Banca Ifis S.p.A., in an extraordinary session, having examined the explanatory report of the Board of Directors on the first item on the agenda of the Extraordinary Part,

resolves

a) to amend Articles 1, 3, 4, 6, 9, 10, 10‐bis, 11, 12, 12‐bis, 13, 14, 15, 19, 21, 22, 23, 24 and 25 of the Articles of Association, as per the "Proposed Text" in the Board of Directors' Explanatory Report and, to that effect, adopt the new text of the Articles of Association attached to the same Board of Directors' Report;

b) to empower the Board of Directors to execute the above resolution, attributing to the Chief Executive Officer and the General Counsel, jointly and severally and with the right to sub‐ delegate, within the limits of the law, all power and authority to provide for whatever is necessary to implement the above resolution, as well as to carry out the necessary formalities, including the registration of the resolution in the Business Register, so that the adopted resolution obtains the approvals required by law, with the power to introduce any non‐substantial amendments, additions or deletions that may be required for the purpose, including during registration, and in general all that is necessary for the complete execution of the resolution itself with any and all powers for this purpose necessary and appropriate, none excluded and excepted, including for the purpose of fulfilling any formalities, acts, filing of petitions or documents, required by the competent Market Supervisory Authorities and/or by the provisions of law or regulations however applicable; and
c) to authorise the Chief Executive Officer and the General Counsel, jointly and severally and with the power to sub‐delegate, to file and publish, in accordance with the law, the updated text of the Articles of Association with the changes made to the same following the previous resolution, and subject to the issuance by the Bank of Italy of the order certifying that the amendments to the Articles of Association comply with the criteria of sound and prudent management pursuant to Article 56 of the Consolidated Banking Act".

***

Item 1) on the Agenda of the Shareholders' Meeting ‐ Ordinary Part

Amendment to certain provisions of the "2021‐2023 Long Term Incentive Plan" and related amendments to Section I of the Report on Remuneration Policy for FY 2022 and fees paid during FY 2021. Related and consequent resolutions.

Shareholders,

this section of the Report is prepared for the purpose of explaining to the Shareholders' Meeting, the proposed amendment to the plan called the "2021‐2023 Long Term Incentive Plan" (the "LTI Plan") approved, in accordance with Article 114‐bis of the Consolidated Law on Finance, by the Bank's Shareholders' Meeting of 28 July 2021, referred to in the first agenda item of the Ordinary Part.

Specifically, in execution of the resolution of the Shareholders' Meeting of 28 July 2021, the Board of Directors on 9 June 2022, upon the proposal of the Bank's Remuneration Committee which met on 8 June 2022, resolved to include among the beneficiaries of the LTI Plan 13 members of the Bank's top management, including 12 executives with strategic responsibilities (the "Additional Beneficiaries"), assigning to these Additional Beneficiaries a total of 318.800 option rights that grant the right to purchase a corresponding number of shares of the Bank upon payment of a defined consideration (the "Options"), for each of the financial years 2022 and 2023, subject to the limit of the fixed/variable ratio (of 1:1) of their remuneration.

It should be noted that the Additional Beneficiaries of the LTI Plan also include the Bank's current Financial Reporting Manager (the "Corporate Accounting Reporting Officer") and the Head of the Bank's Human Resources Department (the "Human Resources Manager") whose variable remuneration ‐ pursuant to Bank of Italy Circular of 17 December 2013, no. 285 "Supervisory Provisions for Banks", Title IV, Chapter 2, "Remuneration and Incentive Policies and Practices", as most recently updated, (the "Circular") ‐ must be "limited" and, if any, "consistent with the tasks assigned and independent of the results achieved by the areas subject to control" therefore seeking "to avoid bonuses linked to economic results".

In light of the foregoing, the Board of Directors, upon the proposal of the Remuneration Committee, intends to propose to the Shareholders' Meeting to amend the LTI Plan and its regulations (the "Proposed Amendment") in order to provide for the following specific

performance targets for the Reporting Officer and the HR Manager in line with the provisions of the Circular:

a) for the Reporting Officer: achievement of certain performance targets in terms of market indicators (Relative TSR1 vs Peer Group, with a percentage of 25%), ESG indicators (in line with the strategic plan, with a percentage of 30%), and a target in terms of qualitative assessment (by the CEO) of the contribution made to digital transformation, in line with the priorities of the strategic plan, through the effective execution of planned investments (with a percentage of 45%);
b) for the HR Manager: achievement of performance targets in terms of market indicators (Relative TSR2 vs Peer Group, with a percentage of 25%), ESG indicators (in line with the strategic plan, with a percentage of 30%), and a target in terms of qualitative assessment of the contribution made to digital transformation, in line with the priorities of the strategic plan, through the effective execution of the workforce transformation (with a percentage of 45%),

while all further terms and conditions of the LTI Plan and its regulation are unchanged.

The information document on the LTI Plan prepared in accordance with Schedule 7 of Annex 3A to the Issuers' Regulation, updated to take into account the Proposed Amendment as well as the inclusion of the Additional Beneficiaries illustrated above, has been made available to the public in the manner and within the time‐frame required by applicable legal and regulatory provisions, including in a version that shows evidence of the changes made.

The adoption of the Proposed Amendment as described above also entails the need to align with the new version of the LTI Plan the provisions set forth in Paragraph 11 (Long Term Incentive Plan (LTI Plan)) of Section I of the Report on Remuneration Policy for FY 2022 and Fees Paid during FY 2021 prepared pursuant to Article 123‐ter of the Consolidated Law on Finance, Article 84‐quater of the Issuers' Regulation, as well as in accordance with Annex 7‐bis to the aforementioned Issuers' Regulation and approved by the Shareholders' Meeting on 28 April

¹ Relative TSR refers to the total return of the Bank's equity stock measured against its positioning relative to the TSR of comparison peers. Total Shareholder Return measures the increase in share price and dividends paid per share, over a given period of time.

² Relative TSR refers to the total return of the Bank's equity stock measured against its positioning relative to the TSR of comparison peers. Total Shareholder Return measures the increase in share price and dividends paid per share, over a given period of time.

2022 (the "Remuneration Report"). Therefore, the Board of Directors on 9 June 2022, upon the proposal of the Remuneration Committee which met on 8 June 2022, resolved to submit to the Shareholders' Meeting the approval of certain amendments to Paragraph 11 (Long‐Term Incentive Plan (LTI Plan)) of Section I of the Remuneration Report. The Remuneration Report, updated to take into account the Proposed Amendment, has been made available to the public in the manner and within the time‐frame required by applicable legal and regulatory provisions, including in a version highlighting the changes made.

In light of the above, the Board of Directors intends to submit the following for your approval

PROPOSED RESOLUTION

"The meeting of the Shareholders of Banca Ifis S.p.A., in an ordinary session,

(i) examined the Board of Directors' explanatory report on the first agenda item of the Ordinary Part (the "Explanatory Report") and noted the proposed resolutions contained therein;
(ii) examined the information document pursuant to Article 84‐bis of the regulation adopted by Consob Resolution no. 11971/1999 on the Bank's long‐term incentive plan called the "2021‐2023 Long Term Incentive Plan" approved by the Bank's Shareholders' Meeting held on 28 July 2021 (the "LTI Plan"), which was made available to the public in the manner and within the time‐frame prescribed by applicable legal and regulatory provisions (the "Updated Information Document");
(iii) reviewed Paragraph 11(Long Term Incentive Plan (LTI Plan)) of Section I of the "Report on Remuneration Policy for FY 2022 and Fees Paid in FY 2021", approved by the Shareholders' Meeting held on 28 April 2022 (the "Remuneration Report"), the updated text of which was made available to the public in the manner and within the time‐frame required by applicable legal and regulatory provisions;

resolves

a) to approve, pursuant to and in accordance with Article 114‐bis of the Consolidated Law on Finance, the amendment of the provisions of the LTI Plan and its regulations as outlined in the Explanatory Report and the Updated Information Document, subject to all further terms and conditions not otherwise amended;

b) to approve the updates to Section I of the Remuneration Report as illustrated in the Explanatory Report and the updated version of the Remuneration Report, the updated text of which has been made available to the public in the manner and within the time‐frame prescribed by the applicable legal and regulatory provisions;
c) to grant the Board of Directors ‐ and on its behalf the Chairman of the Board of Directors and the Chief Executive Officer, jointly and severally and with the power to sub‐delegate to third parties, including those outside the Board of Directors ‐ all and any powers necessary or even only appropriate to fully and completely implement this resolution and the amendments set forth herein with respect to the LTI Plan and, the related regulations and the Remuneration Policy as well as to execute the LTI Plan as amended therein including, but not limited to, providing for the disclosure to the market, drafting and/or finalising any document in connection with this resolution and any related document, pursuant to the applicable laws and regulations in force, as well as, in general, their execution".

***

Venice ‐ Mestre, 15 June 2022

AI Terminal

Banca Ifis

4153_agm-r_2022-06-15_10dc3184-8f08-4888-9fcc-2664c9e66e7c.pdf

Banca Ifis S.p.A.

SHAREHOLDERS' MEETING

EXPLANATORY REPORT OF THE BOARD OF DIRECTORS ON ITEM 1) EXTRAORDINARY PART AND ITEM 1) ORDINARY PART OF THE AGENDA OF THE SHAREHOLDERS' MEETING

CONVENED FOR 28 JULY 2022, IN A SINGLE CALL

Shareholders,

1. Rationale for the Proposed Amendments

Article 10‐bis ‐ Shareholders' Meetings

Article 11 ‐ Direction

Article 12 ‐ Direction

Article 13 ‐ Direction

Article 14 ‐ Direction

Article 19 ‐ Direction

Article 21 ‐ Board of Statutory Auditors

Article 24 ‐ Financial statements and profits

2. Comparative text of the Articles of Association

candidacy.

3. Assessments on the validity of the right of withdrawal

4. Proposed resolution

PROPOSED RESOLUTION

resolves

Item 1) on the Agenda of the Shareholders' Meeting ‐ Ordinary Part

Shareholders,

PROPOSED RESOLUTION

resolves

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Company's duration, those shareholders who	Company's duration, those shareholders who
have not taken part in the approval of	have not taken part in the approval of
resolution do not have the right to withdraw.	resolution do not have the right to withdraw.
Art.4): The Company's purpose is to collect	Art.4): The Company's purpose is to collect
public savings and to grant credit in its	public savings and to grant credit in its
various forms, in Italy and abroad, operating	various forms, in Italy and abroad, operating
in compliance with the regulations and laws	in compliance with the regulations and laws
in force.	in force.
In compliance with the legal provisions in	In compliance with the legal provisions in
force, Banca IFIS may carry out all banking,	force, Banca IFIS may carry out all banking,
financial and investment operations and	financial and investment operations and
services, create and manage open pension	services, create and manage open pension
funds and, in general, effect any other	funds and, in general, effect any other
operations that are instrumental or	operations that are instrumental or
connected to the achievement of its business	connected to the achievement of its business
purpose.	purpose.
In carrying out its management and	In carrying out its management and
coordination activity and in its capacity of	coordination activity and in its capacity of
parent company of the Banca IFIS Group as	parent company of the Banca IFIS Group as
per article 61, paragraph 4 of Legislative	per article 61, paragraph 4 of Legislative
Decree 385/1993, the Company guides the	Decree 385/1993, the Company guides the
members of the group in the execution of	members of the group in the execution of
Bank of Italy's instructions, in the interest of	Bank of Italy's instructions, in the interest of
group stability.	group stability.
The Company may issue bonds in accordance	The Company may issue bonds in accordance
with the laws and regulations in force.	with the laws and regulations in force.
Art.6): Shareholders' Meetings' resolutions,	Art.6): Shareholders'' Meetings' resolutions,
taken in conformity with the law and the	taken in conformity with the law and the
Articles of Association, are binding on all	Articles of Association, are binding on all
shareholders, whether absent or dissenting.	shareholders, whether absent or dissenting.
Shareholders who have not participated in	Shareholders who have not participated in

the approval of resolutions concerning the	the approval of resolutions concerning the
introduction or removal of restrictions to the	introduction or removal of restrictions to the
circulation of the bank's shares do not have	circulation of the bank's shares do not have
the right to withdraw.	the right to withdraw.
Shareholders' Meetings may be ordinary and	Shareholders' Meetings may be ordinary and
extraordinary, as per the law.	extraordinary, as per the law.
The Meetings may be held under convening	The Meetings may be held under convening
beyond the second, in adherence with the	beyond the second, in adherence with the
provisions of the law.	provisions of the law.
Shareholders' Meetings may be held away	Shareholders' Meetings may be held away
from the registered office, provided that they	from the registered office, provided that they
take place in Italy.	take place in Italy.
Art.9): The Shareholders' Meeting may be	Art.9): The Shareholders'' Meeting may be
attended by holders of voting rights for	attended by holders of voting rights for
whom the Company has received the	whom the Company has received the
notification issued by the intermediary at the	notification issued by the intermediary by the
end of the third day of open trading	end of the third day of open trading
preceding the date set for the Shareholders'	preceding the date set for the Shareholders''
Meeting on first call. The communication is	Meeting on first call. The communication is
made based on the evidence at the end of the	made based on the evidence at the end of the
accounting day of the seventh day of open	accounting day of the seventh day of open
trading set for the Shareholders' Meeting on	trading set for the Shareholders' Meeting on
first call.	first call.
All this without prejudice to legitimate	All this without prejudice to legitimate
attendance and the exercise of the right to	attendance and the exercise of the right to
vote should such communication be received	vote should such communication be received
by the Company beyond the aforementioned	by the Company beyond the aforementioned
term, provided that this is before the start of	term, provided that this is before the start of
the Shareholders' Meeting the call notice	the Shareholders' Meeting the call notice
refers to.	refers to.
The voting right holders may have themselves	The voting right holders may have themselves

	candidates included on the list, according to
	the its sequential order, and will co‐opt
	members based on this criterion of
	preference.
	In the event of the termination of a director
	belonging to the least represented gender,
	the co‐opted director shall still belong to the
	same gender.
Art.12): The Board elects from among its	Art.12): The Board elects from among its
members a Chairman and may elect a Deputy	members a Chairman and may elect a Deputy
Chairman. In the event of the Chairman's	Chairman. In the event of the Chairman's
absence or unavailability, the Deputy	absence or unavailability, the Deputy
Chairman presides. In the event of absence or	Chairman presides. In the event of absence or
unavailability of the Deputy Chairman the	unavailability of the Deputy Chairman the
most senior Director presides.	most senior Director presides.
The Chairman promotes the effective	The Chairman promotes the effective
functioning of the corporate governance	functioning of the corporate governance
system, guaranteeing a balance of powers	system, guaranteeing a balance of powers
with respect to the Chief Executive Officer	with respect to the Chief Executive Officer
and the other executive directors. He/she	and the other executive directors. He/she
acts as an interlocutor with the controlling	acts as an interlocutor with the controlling
body and the internal committees. To this	body and the internal committees. To this
end, in addition to possessing the	end, in addition to possessing the
characteristics required of directors, he/she	characteristics required of directors, he/she
must have the specific skills necessary to	must have the specific skills necessary to
carry out the tasks assigned to him/her. In	carry out the tasks assigned to him/her. In
order to carry out his/her function	order to carry out his/her function
effectively, the Chairman must have a non‐	effectively, the Chairman must have a non‐
executive role and not carry out, even de	executive role and not carry out, even de
facto, management functions.	facto, management functions.
The Chairman guarantees the effectiveness	The Chairman guarantees the effectiveness

	To carry out the Board's work, the Chairman
	may be assisted by a person of his/her choice,
	even chosen from outside the members of
	the Board of Directors.
Art. 12‐bis): In compliance with the legislative	Art. 12‐bis): In compliance with the legislative
provisions in force, the Board of Directors	provisions in force, the Board of Directors
shall set up an Appointments Committee, a	shall set up an Appointments Committee, a
Control and Risk Committee, a Remuneration	Control and Risk Committee, a Remuneration
Committee, and any internal board	Committee, and any internal board
committees it deems appropriate, within its	committees it deems appropriate, within its
sphere of authority. The members of the	sphere of authority. The members of the
committees are appointed, revoked, and	committees are appointed, revoked, and
supplemented, as necessary, by the Board of	supplemented, as necessary, by the Board of
Directors.	Directors.
The committees are vested with the	The committees are vested with the
functions and powers assigned to them by	functions and powers assigned to them by
current legislation and regulations and by the	the Ggoverning Llegislation current
Board of Directors.	legislation and regulations and by the Board
	of Directors.
Art. 13): The convocation of the Board of	Art. 13): The convocation of the Board of
Directors is made by the Chairman by letter,	Directors is made by the Chairman by letter,
fax, e‐mail or other suitable form at the	fax, e‐mail or other suitable form at the
domicile of each director at least three days	domicile of each director at least three days
before the meeting's scheduled date. In case	before the meeting's scheduled date. In case
of urgency, the convocation may be sent even	of urgency, the convocation may be sent even
just one day before the meeting's scheduled	just one day before the meeting's scheduled
date.	date.
In preparing the agenda and managing the	In preparing the agenda and managing the
board's discussion, the Chairman ensures	board's discussion, the Chairman ensures
that matters of strategic importance are	that matters of strategic importance are
treated with priority, ensuring that all the	treated with priority, ensuring that all the

remuneration of General Management	remuneration of General Management
members;	members;
‐ the remuneration and incentive policies to	‐ the remuneration and incentive policies to
submit to the Shareholders' Meeting, the	submit to the Shareholders' Meeting, the
review, at least on a yearly basis, of such	review, at least on a yearly basis, of such
policies and the responsibility for their	policies and the responsibility for their
correct implementation, with the purpose of	correct implementation, with the purpose of
also ensuring that the remuneration policy is	also ensuring that the remuneration policy is
adequately documented and accessible	adequately documented and accessible
within the corporate structure;	within the corporate structure;
‐ the setting up of the corporate audit	‐ the setting up of the corporate audit
functions, the related tasks and	functions, the related tasks and
responsibilities, the coordination and	responsibilities, the coordination and
collaboration methods, the information flows	collaboration methods, the information flows
between such functions and between them	between such functions and between them
and the corporate bodies;	and the corporate bodies;
‐ the appointment, after having heard the	‐ the appointment, after having heard the
opinion of the Board of Statutory Auditors, of	opinion of the Board of Statutory Auditors, of
subjects responsible for the internal auditing	subjects responsible for the internal auditing
functions;	functions;
‐ the risk management process and the	‐ the risk management process and the
assessment of its compatibility with the	assessment of its compatibility with the
strategic directions and with the risk	strategic directions and with the risk
management policies;	management policies;
‐ the policies and the processes for the	‐ the policies and the processes for the
assessment of the corporate activities, and, in	assessment of the corporate activities, and, in
particular, of the financial instruments,	particular, of the financial instruments,
verifying their continuous adequacy and	verifying their continuous adequacy and
setting also the top limits of the Bank's	setting also the top limits of the Bank's
exposure to financial instruments or products	exposure to financial instruments or products
of an uncertain or difficult evaluation;	of an uncertain or difficult evaluation;

Directors of the Company for their area of	is subject to the provisions governing the
responsibility, excepting the activities that	Directors of the Company for their area of
fall under the normal working relationship	responsibility, excepting the activities that
with the Company.	fall under the normal working relationship
	with the Company.
Art.21): The Board of Statutory Auditors is	Art.21): The Board of Statutory Auditors is
made up of three standing and two alternate	made up of three standing and two alternate
auditors.	auditors.
The Board of Statutory Auditors is appointed	The Board of Statutory Auditors is appointed
based on lists presented by the shareholders,	based on lists presented by the shareholders,
in which the candidates are listed in	in which the candidates are listed in
sequential order; their number may not	sequential order; their number may not
exceed that of the members of the body to be	exceed that of the members of the body to be
elected. Each list consists of two sections: one	elected. Each list consists of two sections: one
for candidates for the office of Standing	for candidates for the office of Standing
Auditor, and the other for candidates for the	Auditor, and the other for candidates for the
office of Alternate Auditor.	office of Alternate Auditor.
A list may be submitted by the shareholder or	A list may be submitted by the shareholder or
shareholders who, at the time of submission,	shareholders who, at the time of submission,
own an equity interest equal to at least 1%	own an equity interest equal to at least 1%
(one percent) of ordinary shares, or to	(one percent) of ordinary shares, or to
another lower ownership threshold that –	another lower ownership threshold that –
pursuant to governing legislation – will be	pursuant to Ggoverning Llegislation – will be
indicated in the notice convoking the	indicated in the notice convoking the
Shareholders' Meeting called to pass a	Shareholders' Meeting called to pass a
resolution to appoint the members of the	resolution to appoint the members of the
Board of Statutory Auditors.	Statutory Auditors.
A shareholder may not submit or vote for	A shareholder may not submit or vote for
more than one list, even through a third party	more than one list, even through a third party
or a trust company. Shareholders belonging	or a trust company. Shareholders belonging
to the same group and shareholders who are	to the same group and shareholders who are

operation;	operation;
d) the completeness, adequacy, functionality	d) the completeness, adequacy, functionality
and reliability of the risk management and	and reliability of the risk management and
internal control system;	internal control system;
e) the operations of management and	e) the operations of management and
coordination by the Bank;	coordination by the Bank;
f) other acts and facts specified by the Law;	f) other acts and facts specified by the Law;
fulfilling all the functions entrusted to it in	fulfilling all the functions entrusted to it in
compliance with the relative regulations	compliance with the relative regulations
provided for by the law.	provided for by the law.
The Board of Statutory Auditors ascertains,	The Board of Statutory Auditors ascertains,
in particular, the suitable coordination of all	in particular, the suitable coordination of all
the departments and structures involved in	the departments and structures involved in
the internal control system, including the	the internal control system, including the
auditing company entrusted with accounting	auditing company entrusted with accounting
management, promoting any corrective	management, promoting any corrective
actions if necessary.	actions if necessary.
To this end, the Board of Statutory Auditors	To this end, the Board of Statutory Auditors
and the Independent Auditors exchange data	and the Independent Auditors exchange data
and information relevant to the performance	and information relevant to the performance
of the related duties.	of the related duties.
In carrying out the necessary checks and	In carrying out the necessary checks and
inspections, the statutory auditors may make	inspections, the statutory auditors may make
use of the structures and functions	use of the structures and functions
responsible for internal control and, at any	responsible for internal control and, at any
time, even individually carry out inspections	time, even individually carry out inspections
and controls.	and controls.
The Board of Statutory Auditors may ask the	The Board of Statutory Auditors may ask the
directors, the General Manager or the Joint	directors, the General Manager or the Joint
General Manager(s), executives and other	General Manager(s), executives and other
employees for any information, even with	employees for any information, even with

reference to subsidiaries, on the progress of	reference to subsidiaries, on the progress of
corporate operations or on specific business.	corporate operations or on specific business.
They may exchange information with the	They may exchange information with the
corresponding bodies of the subsidiaries	corresponding bodies of the subsidiaries
regarding the administration and control	regarding the administration and control
systems and the general performance of the	systems and the general performance of the
corporate business.	corporate business.
Notwithstanding the obligation to report to	Notwithstanding the obligation to report to
the Supervisory Authorities any acts or facts	the Supervisory Authorities any acts or facts
that may constitute management irregularity	that may constitute management irregularity
or violation of rules provided for by current	or violation of rules provided for by
legislation, the Board of Statutory Auditors	Ggoverning Llegislation, the Board of
reports any deficiencies and irregularities o	Statutory Auditors reports any deficiencies
the Board of Directors and requests the	and irregularities o the Board of Directors and
adoption of suitable corrective measures,	requests the adoption of suitable corrective

verifying their effectiveness over time.	measures, verifying their effectiveness over
	time.
Art.23): The accounting year closes on thirty‐	Art.23): The accounting year closes on the
first December every year.	thirty‐first of December every year.
The Board of Directors draws up the annual	The Board of Directors draws up the annual
financial statements in observance with the	financial statements in observance with the
Law.	Law.
Art.24): The net profit resulting from the	Art.24): The net profit resulting from the
balance sheet, less the amount necessary for	balance sheet, less the amount necessary for
the compulsory legal reserve, is divided	the compulsory legal reserve, is divided
among the shareholders in proportion to the	among the shareholders in proportion to the
shares held; unless the Shareholders'	shares held; unless the Shareholders'
Meeting specifically resolves that such profit	Meeting specifically resolves that such profit
should be entirely or partially allocated to	should be entirely or partially allocated to
extraordinary reserves, the Board of	extraordinary reserves, the Board of