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CGR - Verification of the requirements for the members of the Corporate Bodies

Company: Illimity Bank S.p.A. Date: 2025-05-27 Language: English Register to download

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## **VERIFICATION OF THE REQUIREMENTS (***FIT & PROPER***) FOR THE MEMBERS OF THE CORPORATE BODIES**

## **REQUIREMENTS OF THE MEMBERS AND COMPOSITION OF THE BOARD COMMITTEES CONFIRMED**

*Milan, 27 May 2025* – Following the press release published on 29 April 2025 after the Shareholders' Meeting of illimity Bank S.p.A. (the "**Bank**"), with regard to, in particular, the full confirmation of the Corporate Bodies, we hereby inform that the Board of Directors, which met today, has verified for the newly appointed Directors, pursuant to the applicable law (so-called Fit & Proper), on the basis of the declarations received and the information collected, the existence of the requirements of professionalism, integrity and independence, as well as competence and correctness, availability of time necessary for the effective performance of the office, compliance with the accumulation of offices and absence of causes of ineligibility or impediments. The Board of Directors took note of the assessments of the Audit and Control Committee with regard to the Fit & Proper checks relating to the Directors who are also members of the Committee, carried out on 23 May last.

The Board of Directors also verified the members' compliance with the interlocking prohibition with respect to the context at the date of the audit and the positions held and, finally, assessed the composition of the body as a whole as adequate, also taking into account the guidelines on the optimal qualitative and quantitative composition published by the Bank.

In particular, as a result of this assessment, the Board of Directors verified that the Directors Rosalba Casiraghi (Chair), Filippo Annunziata, Ivana Bonnet Zivcevic, Elena Ciallié, Paola Elisabetta Galbiati, Francesca Lanza, Giovanni Majnoni d'Intignano and Marcello Valenti met the independence requirements pursuant to art. 26 of Legislative Decree no. 385/1993 (TUB), by the Italian Ministry's Decree no. 169/2020, by art. 147-ter, paragraph 4, and 148, paragraph 3, of Legislative Decree no. 58/1998 (TUF) and pursuant to art. 2 of the Corporate Governance Code to which the Bank complies, also taking note of the aforementioned verification carried out by the Audit and Internal Control Committee with regard its members, also with regard to the independence requirements for the Directors Marco Bozzola, Stefano Caringi and Nadia Fontana.

As a result of these assessments, the Board of Directors has therefore confirmed the composition of the Board Committees, as already communicated:

- **Risks Committee**: Elena Ciallié (Chair), Filippo Annunziata e Stefano Caringi;
- **Remuneration Committee**: Paola Elisabetta Galbiati (Chair), Francesca Lanza e Marcello Valenti;
- **Appointments Committee**: Marcello Valenti (Chair), Rosalba Casiraghi e Giovanni Majnoni d'Intignano;
- **Related Party Transactions Committee**: Giovanni Majnoni d'Intignano (Chair), Nadia Fontana e Paola Elisabetta Galbiati; e

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- **Sustainability and Corporate Governance Committee**: Rosalba Casiraghi (Chair), Massimo Brambilla, Ivana Bonnet Zivcevic ed Elena Ciallié.

In accordance with the applicable regulations, it should be noted that it is the responsibility of the Directors to promptly communicate to the Bank any updates with respect to the subjective elements subject to Fit & Proper verification and interlocking, so that, where relevant, the appropriate assessments can be carried out by the Corporate Bodies, with any communications also to the market.

\* \* \*

For additional information:

## *Investor Relations & Sustainability*

Fabio Pelati +39 335 7853370 – [fabio.pelati@illimity.com](mailto:fabio.pelati@illimity.com)

## *Ufficio Stampa & Comunicazione illimity*

Vittoria La Porta, Elena Massei [press@illimity.com](mailto:press@illimity.com)

Ad Hoc Communication Advisors Valentina Zanotto +39 335 141 5575 Riccardo Schiavon +39 340 082 3015 [illimity@ahca.it](mailto:illimity@ahca.it)

**illimity** is the banking group led by Corrado Passera, specialising in offering performing loans to SMEs, restructuring, turnarounds, and investment banking services. illimity covers the entire value chain in credit management, from financing activities to asset management and structuring through ARECneprix. illimity SGR also forms part of the Group, which establishes and manages alternative investment funds to support institutions and companies, both in the UTP space and in private capital. The story of the illimity Group began in January 2018 with the launch of the Special Purpose Acquisition Company SPAXS S.p.A., which closed a record capital market funding of EUR 600 million. SPAXS subsequently acquired Banca Interprovinciale S.p.A. and the merger of the two companies formally created 'illimity Bank S.p.A.' which has been listed on Borsa Italiana S.p.A. (ticker 'ILTY') since 5 March 2019, first on the MTA and on the STAR segment since September 2020.