Banca Ifis

Declaration of Voting Results & Voting Rights Announcements • May 3, 2022

BANCA IFIS S.p.A.

ORDINARY SHAREHOLDERS' MEETING HELD ON 28 APRIL 2022

Summary account of the votes on the items of the agenda pursuant to Article 125-quater, paragraph 2, of the Legislative Decree 58/1998

Item 1 of the agenda.

Financial statements at 31 December 2021:

1.1 approval of the financial statements at 31 December 2021, presentation of the consolidated financial statements at 31 December 2021 and the consolidated nonfinancial statement pursuant to Italian Legislative Decree no. 254 of 30/12/2016 - Sustainability Report

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

	Vote result
	No. of shares	% of voting share capital
Votes for	40,542,049	99.627%
Votes Against	0	0.000%
Abstentions	138,266	0.340%
No Votes	13,400	0.033%
Total Votes	40,693,715	100%

1.2 allocation of the period result. related and consequent resolutions;

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

	No. of shares	% of voting share capital
Votes for	40,640,235	99.869%
Votes Against	0	0.000%
Abstentions	40,080	0.098%
No Votes	13,400	0.033%
Total Votes	40,693,715	100%

Item 2 of the agenda. Remuneration:

2.1 Report on the remuneration policy and fees paid pursuant to Art. 123-ter of Italian Legislative Decree no. 58/1998: approval of Section I - 2022 Ifis Group Remuneration and Incentive Policy

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

Vote result

	No. of shares	% of voting share capital
Votes for	39,712,416	97.589%
Votes Against	495,819	1.218%
Abstentions	472,080	1.160%
No Votes	13,400	0.033%
Total Votes	40,693,715	100%

2.2 Report on the remuneration policy and fees paid pursuant to Art. 123-ter of Italian Legislative Decree no. 58/1998: non-binding resolution on Section II - Information on fees paid in FY 2021

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

	No. of shares	% of voting share capital
Votes for	30,396,501	74.696%
	10,243,734	25.173%
Votes Against
Abstentions	40,080	0.098%
No Votes	13,400	0.033%
Total Votes	40,693,715	100%

2.3 Remuneration plan based on the assignment of Banca Ifis shares for certain corporate figures described in the information document drawn up pursuant to Art. 114- bis of the Consolidated Law on Finance and related implementing rules; related and consequent resolutions

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

Vote result

	No. of shares	% of voting share capital
Votes for	39,221,296	96.382%
Votes Against	986,939	2.425%
Abstentions	472,080	1.160%
No Votes	13,400	0.033%
Total Votes	40,693,715	100%

Item 3 of the agenda.

Board of Directors:

3.1 determination of the number of members of the Board of Directors

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

	No. of shares	% of voting share capital
Votes for	40,312,724	99.064%
Votes Against	327,162	0.804%
Abstentions	40,429	0.099%
No Votes	13,400	0.033%
Total Votes	40,693,715	100%

3.2 appointment of the members of the Board of Directors

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

Vote result

	No. of shares	% of voting share capital
List no. 1	29,186,363	71.722%
List no. 2	11,476,887	28.203%
Votes Against	0	0.000%
Abstentions	26,276	0.065%
No Votes	4,189	0.010%
Total Votes	40,693,715	100%

3.3 determination of term of office

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

	No. of shares	% of voting share capital
Votes for	40,579,477	99.720%
Votes Against	60,409	0.148%
Abstentions	40,429	0.099%
No Votes	13,400	0.033%
Total Votes	40,693,715	100%

3.4 determination of the remuneration of the members of the Board of Directors; related and consequent resolutions

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

Vote result

	No. of shares	% of voting share capital
Votes for	37,084,034	91.129%
Votes Against	2,294,992	5.640%
Abstentions	1,301,289	3.198%
No Votes	13,400	0.033%
Total Votes	40,693,715	100%

Item 4 of the agenda.

Board of Statutory Auditors:

4.1 appointment of the members of the Board of Statutory Auditors for the three-year period 2022-2024;

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

	No. of shares	% of voting share capital
List no. 1	29,186,363	71.722%
List no. 2	11,452,566	28.143%
Votes Against	26,273	0.065%
Abstentions	24,324	0.060%
No Votes	4,189	0.010%
Total Votes	40,693,715	100%

4.2 determination of the remuneration of the members of the Board of Statutory Auditors; related and consequent resolutions

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

Vote result

No. of shares	% of voting share capital
37,084,034	91.130%
2,254,118	5.539%
	3.298%
	0.033%
	100%
	1,342,163 13,400 40,693,715

Item 5 of the agenda.

Directors and Officers (D&O) third party liability insurance policy; related and consequent resolutions

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

	No. of shares	% of voting share capital
Votes for	40,542,049	99.627%
Votes Against	0	0.000%
Abstentions	138,266	0.340%
No Votes	13,400	0.033%
Total Votes	40,693,715	100%

Item 6 of the agenda.

Proposal of the Board of Statutory Auditors pursuant to Art. 13 of Italian Legislative Decree no. 39/2010 for the assignment of the statutory audit engagement for financial years 2023-2031; related and consequent resolutions

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

Vote result

	No. of shares	% of voting share capital
Votes for	40,640,235	99.869%
Votes Against	0	0.000%
Abstentions	40,080	0.098%
No Votes	13,400	0.033%
Total Votes	40,693,715	100%

Item 7 of the agenda.

Engagement for the statutory audit of the accounts: integration of the fees; related and consequent resolutions

Shares present at the meeting at the opening of voting no. 40,693,715 equal to 75.623% of the no. 53,811,095 shares representing the share capital.

The voting result was the following:

	No. of shares	% of voting share capital
Votes for	40,640,235	99.869%
Votes Against	0	0.000%
Abstentions	40,080	0.098%
No Votes	13,400	0.033%
Total Votes	40,693,715	100%