Telephone distribution and commercial use strictly prohibited

CERTIFIED

BANCO BPM

Banco BPM share-based compensation plan

emarket
edir storage
CERTIFIED

emarket
sale storage
CERTIFIED

BANCO BPM

Banco BPM share-based compensation plan

2026 SHORT-TERM INCENTIVE PLAN
Disclosure document

Prepared pursuant to article 114-bis of the Consolidated Finance Law (CFL) (Legislative Decree no. 58/1998 as amended) and article 84-bis of the Issuers' Regulation (Consob resolution no. 11971/1999 as amended and supplemented).

(This document is a translation into English of the original document. In case of any discrepancies between the English and the Italian version, the Italian version shall prevail).

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR
emarket
edn storage
CERTIFIED

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR
emarket
e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e-mail: e

Banco BPM share-based compensation plan 2026 Short-Term Incentive Plan

DEFINITIONS

The meaning of the main terms used in this disclosure document ("Document") is provided below:

Banco BPM or Bank or Parent Company – Banco BPM S.p.A., parent company of the Banco BPM Group;

Group Companies or Group or Banco BPM Group – the Parent Company and the subsidiaries (the companies of the Banco BPM Banking Group including insurance companies);

Supervisory Provisions – the Supervisory Provisions contained in Bank of Italy Circular no. 285/2013, First Part, Title IV, Chapter 2 “Remuneration and incentive policies and practices”;

Consolidated Finance Law – Italian Legislative Decree 58 of 24 February 1998, as amended and supplemented;

Issuers’ Regulation – CONSOB Resolution no. 11971 of 14 May 1999, as amended and supplemented;

Policy-on-remuneration report and payouts awarded of Banco BPM Group’s staff – the report prepared pursuant to Supervisory Provisions, Article 123-ter of the Consolidated Finance Law and Article 84-c of the Issuers’ Regulation, IVASS Regulation no. 38/2018 and related Guidelines, as well as pursuant to the deed amending the Regulation implementing Articles 4-undecies and 6, paragraph 1, letters b) and c-bis) of the Consolidated Finance Law;

Policy – the Remuneration policy, included in Section I of the Policy-on-remuneration report and payouts awarded of Banco BPM Group’s staff;

Identified staff – individuals whose professional activity has, or could have, a significant impact on the risk profile of the Group, the bank, the insurance company or the asset management company;

Senior Identified staff – Chief Executive Officer of the Parent Company, Chief Executive Officer of Banca Akros (where appointed) and Chief Executive Officer of Banca Aletti and members of the senior management¹ of the Parent Company, Banca Akros and Banca Aletti, responsible for the main business lines of the Parent Company² and Chief Executive Officer and General Manager of Anima Holding;

Internal control functions – the functions and the structures of the Parent Company responsible for compliance with regulations (Compliance), anti-money laundering, internal audit (Audit), risk control (Chief Risk Officer) and validation (Internal Validation) and the functions and structures of asset management companies responsible for compliance with regulations (Compliance), risk control (Risk Management) and internal audit (Audit);

¹ The General Manager (where appointed), the Co-General Managers, the Chief Lending Officer, Chief Innovation Officer and the Head of Corporate & Investment Banking of the Parent Company, the General Manager, the Co-General Manager and the Deputy General Manager (where appointed) of Banca Aletti and Banca Akros.

² Commercial Manager, Asset Management & Insurance Manager, Finance Manager.

Key functions – the functions and structures of the insurance companies responsible for compliance with regulations (Compliance), Internal Audit, Risk Management and the actuarial function;

Functions with control tasks – the internal control functions, the financial reporting manager for corporate accounting documents of a bank, the basic functions and the anti-money laundering function of the insurance companies and asset management companies;

Incentive – the amount of variable remuneration linked to the Short-Term Incentive Plan (STI);

Award – means the granting of variable remuneration for a specific accrual period, regardless of the actual point in time when the awarded amount is paid;

Vesting – the effect by which the member of staff becomes the legal owner of the awarded variable remuneration, regardless of the instrument used for payment or the fact that the payment is subject to further retention periods or to return mechanisms;

Assignment of financial instruments – the bank’s commitment to an individual to award financial instruments subject to the fulfilment of the specific conditions envisaged in the Short-Term Incentive (STI) plan.

Up-front portion – the portion vesting in the period immediately following the accrual period;

Deferred portions – the portions vesting in the deferral period, subject to the malus conditions;

Retention – the retention period for the shares (selling restriction) pursuant to current laws and regulations;

Malus – ex-post risk correction mechanisms, which are effective during the vesting period and which can lead to the reduction or elimination of the deferred portions.

INTRODUCTION

This Document was prepared by the Board of Directors of Banco BPM³ to represent the compensation plan (Plan), which envisages the valuation of a part of the Banco BPM Group identified staff incentive through the assignment of Banco BPM ordinary shares. It is proposed as part of the Policy adopted by the Group in relation to the 2026 Short-Term Incentive (STI) Plan.

This Document – prepared in accordance with the requirements of Schedule 7 of Annex 3A of the Issuers’ Regulation – is submitted for approval to the Ordinary Shareholders’ Meeting scheduled for 16 April 2026 with regard to the disclosure to the public of the criteria and conditions established for the Plan. It also provides information on the implementation of the compensation plans already approved by the previous Shareholders’ Meetings of Banco BPM (30 April 2025, 18 April 2024, 20 April 2023, 7 April 2022, 15 April 2021 and 4 April 2020).

This Document illustrates the criteria which the Board of Directors and its delegates must observe in the subsequent implementation phase of the Plan.

Given its beneficiaries, the Plan is classified as “significant”.⁴

This Document is available to the public at the registered office of Banco BPM, Piazza F. Meda no. 4, Milan, Italy and at Borsa Italiana S.p.A., and is also published on the website of the authorised storage platform and on the Banco BPM website https://gruppo.bancobpm.it (Corporate Governance section – Remuneration Policies).

Reference should be made to the 2026 Policy for any matters not included herein.

³ In compliance with the requirements of Article 114-bis of the Consolidated Finance Law and the provisions of Article 84-bis of the Issuers’ Regulation on information to be disclosed to the market in relation to share-based compensation plans.

⁴Pursuant to Article 84-bis of the Issuers’ Regulation.

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR

CERTIFIED

1. BENEFICIARIES

The Plan has around 155 potential beneficiaries included in the scope of the Group’s identified staff on the date of publication of this Document.

1.1 Names of beneficiaries who are members of the Board of Directors or Management Board of the issuer of financial instruments, the companies controlling the issuer and the companies directly or indirectly controlled by such.

There are around 155 potential beneficiaries of the Plan at the date of preparation of the Document. Among these, the parties for which the disclosure is required are listed below⁵:

1) Giuseppe Castagna – Chief Executive Officer of Banco BPM,
2) Alessandro Varaldo – Chief Executive Officer of Banca Aletti S.p.A.
3) Domenico Ivan Lapenna – Chief Executive Officer of Banco BPM Vita and Vera Vita.

The names of potential beneficiaries of the Plan are not provided if the same receive variable remuneration in their capacity as Group employees, even though they hold positions in corporate bodies of Subsidiaries. For these individuals, please refer to the information provided below.

1.2 The categories of employees and non-employed staff of the financial instrument issuer, and of its parent companies or its subsidiaries.

In addition to the names listed in point 1.1, the Plan is reserved to staff included in the scope of the identified staff, except in cases where, as required by the 2026 Policy, the annual individual variable remuneration paid is lower than or equal to the materiality threshold of Euro 50,000 and at the same time less than or equal to one third of the total annual individual remuneration.

1.3 Names of beneficiaries who are members of the following groups:

a) General Managers of the financial instruments issuer;
b) other executives with strategic responsibilities of the financial instrument issuer which is not a “small company” pursuant to Article 3(1) f) of Regulation no. 17221 of 12 March 2010, if they have received total compensation during the year (calculated as the sum of monetary compensation and the compensation based on financial instruments) that exceeds the highest total compensation received by the members of the board of directors or the management board and the general managers of the financial instrument issuer;
c) individuals controlling the share issuer who are employees or non-employed staff of the share issuer.

a) The Co-General Managers, Domenico De Angelis and Edoardo Ginevra, of Banco BPM⁶.
b) The provision is not applicable.
c) The provision is not applicable.

⁵ Pursuant to Article 84-bis, paragraph 3 of the Issuers’ Regulation and related Annex 3A, Schedule 7.
⁶ Where appointed, the General Manager of Banco BPM also participates.

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR

CERTIFIED

1.4 Description and number by category:

a) executives with strategic responsibilities other than those stated in letter b) of paragraph 1.3;
b) in the case of "small companies", pursuant to Article 3(1) f), of Regulation no. 17221 of 12 March 2010, the total number of executives with strategic responsibilities of the financial instrument issuer;
c) any categories of employees or non-employed staff for which the Plan envisages separate features (for example executives, middle managers, employees, etc.).

a) In addition to the references listed in points 1.1 and 1.3, (a), the Plan is also reserved to 7 executives with strategic responsibilities of Banco BPM.
b) The provision is not applicable.
c) There are no other categories of employees or non-employed staff for which the Plan envisages separate features.

2. RATIONALE BEHIND THE PLAN

The purpose of the 2026 Short-Term Incentive (STI) Plan of the Banco BPM Group is to award staff an incentive to be paid partly in Banco BPM ordinary shares, in accordance with the procedures illustrated in this Document here below, subject to the fulfilment of pre-established access conditions and specific performance objectives.

In the 2026 Short-Term Incentive (STI) Plan, the payment of the incentive to identified staff envisages – in accordance with the Supervisory Provisions – up-front and deferred portions, in the form of cash and shares, over a long-term period (four or five years). The share allocation structure envisages a retention period (restriction on sale) of one year. The purpose of the Plan is therefore to align the interests of management and shareholders by remunerating the Group's identified staff according to their creation of value over the medium/long-term.

Reference should be made to the Policy for details of the reasons underlying the adoption of the Plan.

At this point it should be noted that no support for the Plan is envisaged to come from the special Fund for encouraging employee participation in businesses.7

3. APPROVAL PROCESS AND TIMING OF ASSIGNMENT OF INSTRUMENTS

3.1 Scope of the powers and duties delegated by the Shareholders' Meeting to the Board of Directors for the implementation of the Plan.

In drawing up its proposal for approval of the Plan to be submitted to the Ordinary Shareholders' Meeting of Banco BPM called for 16 April 2026, the Bank's Board of Directors has, inter alia, provided that the Chairman of the Board and the Chief Executive Officer, separately, and with the power to sub-delegate, should be awarded all the necessary powers to implement the Plan, in accordance with the provisions of the Policy.

7 As per Article 4, paragraph 112, of Italian Law 350 of 24 December 2003.

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR
emarket
ecr storage
CERTIFIED

In this respect, the Ordinary Shareholders’ Meeting shall⁸, inter alia, approve (i) the remuneration and incentive policies for Board Directors, Statutory Auditors and staff, (ii) the remuneration plans based on financial instruments.

3.2 Indication of the persons designated to administer the plan and their duties and responsibilities.

In the Parent Company, the Human Resources function is in charge of the administration of the Plan, provides technical assistance to the Corporate Bodies and prepares the preparatory support material for the definition of the Policy and the actual implementation of the 2026 Short-Term Incentive (STI) Plan. It relies on the collaboration, by competence, of the Chief Risk Officer (CRO), and the Compliance, Finance, Value Planning and Management, Administration and Accounts, Company Affairs Secretariat and Operations functions.

3.3 Any existing procedures for revising the Plan including with respect to changes in the basic objectives.

In the event of extraordinary capital operations which envisage the exercise of an option right, the Board of Directors of the Parent Company has the power to assess any adjustments to any share portions that have vested but are not yet available to the beneficiaries.⁹

Should a change in corporate control occur, the shares allocated, including those relating to incentive plans awarded in previous years, not yet vested and/or vested but not yet made available to the beneficiaries, shall be converted into cash¹⁰, without prejudice to compliance with the deferral arrangements provided for under the respective Plans.

The Shareholders’ Meeting will be informed should the above events take place.

3.4 Description of the procedures to establish the availability and the assignment of the financial instruments on which the Plan is based.

Subject to the authorisation of the Ordinary Shareholders’ Meeting of Banco BPM called for 16 April 2026, the Bank’s Board of Directors may proceed¹¹ with the purchase of own shares under an “Own share purchase programme” in order to fulfil its obligations resulting from share option programmes or other assignment of shares to employees or to members of the Management bodies or the Control bodies of the issuer or of an associated Company.

The purchase of own shares must not exceed the quantity identified on the basis of the maximum number of shares that may be assigned to the beneficiaries of the Plan (estimated number based on the maximum result envisaged by the 2026 Short-Term Incentive (STI) Plan and in compliance with the authorisation of the European Central Bank).

The mechanism envisages the assignment of Banco BPM ordinary shares held by the Parent Company in accordance with the procedure illustrated below.

⁸ Pursuant to Article 11.3 of the Bylaws.
⁹ One such example is share capital increases.
¹⁰ The shares will be valued at the most recent official price prior to the delisting or issue of new instruments or, if the instrument is not extinguished, the most recent official price prior to notification of the corporate transaction to the market.
¹¹ In compliance with the applicable legislation and, in particular, the conditions set forth in Article 5 of Regulation (EU) no. 596/2014 of 16 April 2014 on market abuse (“MAR Regulation”) (see non-applicability of prohibitions on market abuse).

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR

CERTIFIED

In 2027, following a specific resolution of the Board of Directors relating to the successful fulfilment of the conditions for access to the 2026 Short-Term Incentive (STI) Plan and to the determination of the economic resources to be awarded to staff, the Parent Company's Human Resources department will proceed with the assessment of the individual performance of each potential beneficiary. For each incentive awarded, the amounts of the individual portions (up-front and deferred) both in cash and in shares will be determined. The total number of shares awarded will be determined on the basis of the arithmetic average of the official prices recorded in the 30 calendar days preceding the date on which the incentive is awarded, namely the vesting date of the up-front portion in cash.

3.5 Role performed by each director in determining the features of the above-mentioned plans; any recurrence of conflicts of interest of the directors concerned.

After acknowledging the opinion of the Remuneration Committee, the Board of Directors determined the features of the Plan, to be submitted to the Ordinary Shareholders' Meeting.

Considering that the 2026 Short-Term Incentive (STI) Plan's beneficiaries also include the CEO of Banco BPM, the decisions of the Board of Directors have been taken in accordance with current legislative, regulatory and company provisions on conflicts of interest.

3.6 For the purposes of the requirements of Article 84-bis, paragraph 1, the date of the decision taken by the body responsible for proposing the approval of the plans to the shareholders' meeting and the date of any proposal made by the Remuneration Committee.

On 3 March 2026, the Board of Directors approved the Plan to submit to the Ordinary General Shareholders' Meeting called for 16 April 2026, acknowledging the Remuneration Committee's opinion of 25 February 2026.

3.7 For the purposes of the requirements of Article 84-bis, paragraph 5, (a), the date of the decision taken by the appropriate corporate body on the share assignment and any proposal made by the Remuneration Committee to the aforementioned body

The Board of Directors meeting held on 5 February 2026, after acknowledging the opinion of the Remuneration Committee of 3 February 2026, verified the opening of the entry gates to the 2025 Short-Term Incentive Plan and, on 3 March 2026, consequently resolved to implement the Banco BPM Share-based Compensation Plan (2025 Short-Term Incentive Plan $^{12}$ ), for the estimated amount of Euro 6.5 million (employee gross amount which corresponds to the bank cost), of which around Euro 3.1 million relating to the deferred portions, depending on the case, over four or five years after 2026, whose vesting remains subject to the successful fulfilment of the malus conditions envisaged in the remuneration policies in force at the time. In this regard, note that the number of beneficiaries (around 78 eligible individuals based on information known as at the date of this Document), included in the scope of identified staff for 2025 and the relative incentives, will be determined on the basis of individual performance levels achieved with regard to the 2025 Short-Term Incentive Plan.

$^{12}$ Approved by the Ordinary Shareholders' Meeting of 30 April 2025.

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR

CERTIFIED

If the individual objectives assigned in the 2025 Short-Term Incentive Plan are achieved, the amounts of the individual amounts due (up-front and deferred) in the cash and share components will be determined for each incentive. The total number of shares awarded will be determined on the basis of the arithmetic average of the official prices recorded in the 30 calendar days preceding the date on which the incentive is awarded, namely the vesting date of the up-front portion in cash.

For the vested shares, a one-year retention period is envisaged (selling restriction) for both up-front and deferred portions. For the latter, the retention period starts from the moment in which the deferred remuneration has vested. The vesting of the share portions takes place together with the respective monetary shares.

The opening of the entry gates to the 2025 Short-Term Incentive Plan entails the vesting, in 2026, of the share component of the deferred portions of the short- and long-term incentive relating to share-based compensation plans, which are valid and approved on the basis of previous resolutions passed by the shareholders' meetings of Banco BPM, pertaining to 2020, 2021, 2022, 2023 and 2024.

The competent bodies decided on the assignments, in relation to the 2025-2027 LTI plan, on 13 March and 28 March 2025.

The maximum number of shares estimated to support all existing plans amounts to approximately 9.7 million shares, which considers (i) the annual incentive for the years 2020, 2021, 2022, 2023, 2024, 2025 and the 2021-2023 and 2022-2024 long-term incentive, also including the deferred portions that will accrue from 2027 to 2031, subject to the positive verification of all the conditions envisaged for the vesting and delivery of the shares; (ii) the 2024-2026 Long-Term Incentive (LTI) Plan, whose incentive will be recognised in 2027, subject to the positive verification of all the conditions envisaged and the performance objectives, and will also be disbursed in deferred portions for a period up to 2033, subject to the positive verification of all the conditions envisaged for the vesting and delivery of the shares; (iii) the 2025-2027 Long-Term Incentive (LTI) Plan, whose incentive will be awarded in 2028, subject to the positive verification of all the conditions envisaged and the performance objectives, and will also be disbursed in deferred portions for a period up to 2034, subject to the positive verification of all the conditions envisaged for the vesting and delivery of the shares; (iv) what can be estimated in relation to the 2026 STI Plan.

3.8 The market price recorded on the above-mentioned dates of the shares on which the plans are based, if traded on regulated markets.

The official market prices of ordinary Banco BPM shares on the dates referred to in paragraphs 3.6 and 3.7 of this Document were Euro 13.005 (Remuneration Committee meeting of 3 February 2026) and Euro 12.930 (Board of Directors' meeting of 5 February 2026), Euro 12.870 (Remuneration Committee meeting of 25 February 2026), Euro 11.640 (Board of Directors' meeting of 3 March 2026).

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR

CERTIFIED

3.9 In the case of share-based plans traded on regulated markets, as part of the steps taken to identify the timing of assignment of the instruments in implementation of the plans, in what terms and by what means the issuer has taken account of a possible time clash among:

i) said assignment and any decisions taken by the Remuneration Committee in this respect, and
ii) the publication of any significant information pursuant to article 17 of Regulation (EU) no. 596/2014; for example, in the event said information has:
a. not been published yet and may positively influence market prices,
or
b. already been published and may negatively influence market prices.

When adopting and implementing the Plans, disclosures are made to the market as required by the legislative and regulatory provisions in force at the time.

Even though the resolutions adopted on share-based compensation plans have been examined in advance by the Remuneration Committee so that it may issue its opinion to the Board of Directors, disclosures to the market, where due, are made at the same time as the latter adopts its resolution.

4. CHARACTERISTICS OF THE SHARES AWARDED

4.1 Description of how the share-based compensation plans are structured.

For the approximately 155 prospective beneficiaries of the Plan, subject to the provisions of the Supervisory Provisions regarding the relevant threshold, at least 50% of the incentive awarded under the 2026 Short-Term Incentive (STI) Plan is awarded through the assignment of Banco BPM ordinary shares, subject to deferral and retention (selling restriction) clauses.

Each share portion vested is subject to a retention clause of one year.

50% of the up-front portion of the incentive is awarded in Banco BPM ordinary shares.

If the incentive awarded is equal to or greater than Euro 455,000, the deferred portion corresponds to 60% of the same incentive, otherwise it is 40%.

The deferred portions consist of:

five annual portions of the same amount, for 55% in ordinary Banco BPM shares, deferred in the five-year period following the year of vesting of the up-front portion, for:
senior identified staff;
the managers of main business lines of Banca Akros or Banca Aletti directly reporting to the Chief Executive Officer or senior management of Banca Akros or Banca Aletti, if the individual variable remuneration amount paid is equal to or greater than Euro 455,000;
four annual portions of the same amount, for 50% in Banco BPM ordinary shares, for identified staff not included in the previous point, deferred in the four-year period following the year of vesting of the up-front portion.

For more details, refer to the Policy.

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR

CERTIFIED

4.2 Indication of the effective implementation period of the Plan with respect to any different cycles envisaged.

The Plan’s implementation period runs from the year of reference for the reporting of the results of the 2026 Short-Term Incentive (STI) Plan to the effective availability of the last deferred portion in shares (2032 or 2033 in the case of five annual portions).

4.3 End of the Plan.

The Plan will end in 2033.

4.4 Maximum number of financial instruments, including in the form of options, assigned in each fiscal year to named individuals or to specific categories.

At present, an expected charge of Euro 7 million has been estimated. This amount includes the deferred portions of the incentive that will vest in the next four or five years only when all the access conditions envisaged from time to time are met.

The assignment is distributed across the vesting years as illustrated in point 4.1.

The maximum number of Banco BPM ordinary shares that will be assigned under the Plan will be quantified on fulfilment of the access conditions of the 2026 Short-Term Incentive (STI) Plan, on the basis of the performance achieved by each of the beneficiaries of the Plan and dependent on the official prices recorded in the 30 calendar days prior to the award date.

4.5 Means of implementing the Plan and implementation clauses, specifying whether the effective allocation of the shares depends on the occurrence of conditions or the achievement of specific results, including performance; description of those conditions and results.

In accordance with the Risk Appetite Framework approved by the Parent Company’s Board of Directors, the activation of the Plan is dependent on the following indicators and relative comparative values:

consolidated capital adequacy: Common Equity Tier 1 (CET 1) ratio and MDA buffer, in both cases higher than the respective risk trigger threshold defined in the Risk Appetite Framework;
consolidated liquidity adequacy: Regulatory Liquidity Coverage Ratio (LCR) and Net Stable Funding Ratio (NSFR), in both cases higher than the respective risk trigger threshold defined in the Risk Appetite Framework;
profitability at consolidated level¹³: UOC¹⁴ greater than zero;
in addition, profitability at corporate level for Banca Aletti and Banca Akros: UOC¹⁴ greater than zero.
In addition, profitability at the level of the entire ANIMA Group for ANIMA Holding: EBITDA¹⁵ exceeding 50% of the budget;

¹³ Provision not valid for the Anima Group as long as it is listed.

¹⁴ Profit from current operations gross of taxes net of non-recurring items identified for the purpose of complying with CONSOB Communication no. DEM/6064293 of 28 July 2006 and reported in the Directors’ Report on Group Management for the year 2026, minus any gains or losses resulting from the fair value measurement of the certificates issued. The method used to calculate the UOC is regulated by an internal process rule.

¹⁵ Both the final value and the comparison threshold are calculated net of the variable component of the short-term remuneration.

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR

CERTIFIED

in addition, Solvency ratio at corporate level for Banco BPM Vita and Vera Vita: in all cases¹⁶ higher than the respective risk trigger threshold defined in the Risk Appetite Framework.

The award of the incentive to identified staff of control functions is not subject to profitability and solvency indicators, to avoid, as envisaged by Supervisory Provisions, it being linked to economic results.

In the case of positive verification of the access gates, in accordance with the methods described below, a financial adjustment factor is applied to the economic resources of the Short-Term Incentive Plan defined in the budget for the year, the size of which is proportional to the consolidated risk adjusted profitability indicator Return on Risk Adjusted Capital (RORAC)¹⁷ obtained at the end of the financial year in comparison with the relevant Risk Trigger and Risk Appetite thresholds defined in the scope of the Risk Appetite Framework for said financial year. It may result in the reduction to zero of the economic resources or their increase, in the latter case subject to the approval of the Board of Directors of the Parent Company, which determines the exact extent, in any case within the limit of a predefined cap.

The adjustment factor aligns the economic resources to the return on risk adjusted capital recorded:

if the RORAC is equal to or lower than the Risk Trigger threshold, the consolidated economic resources are set to zero;
if the result is higher than the Risk Trigger threshold, but lower than the midpoint between the Risk Trigger and Risk Appetite thresholds (hereafter "midpoint"), the Parent Company’s Board of Directors has the power to decide the potential availability of economic resources up to a maximum of 50% of their budget value; in this case, any payments cannot regard the identified staff;
in the case of a result at least equal to the midpoint, but not higher than the Risk Appetite threshold, the value of the consolidated economic resources forecast in the budget is automatically reduced by applying the percentage given by the ratio of the midpoint result to the Risk Appetite threshold;
in the presence of a result higher than the Risk Appetite threshold, any increase of the consolidated financial resources up to the expected cap of 110% of their value in the budget is subject to a decision by the Parent Company’s Board of Directors, which also determines the exact measurement in relation to and within the limit of the ratio between the result achieved and the Risk Appetite threshold.

If a consolidated loss for the year is recorded, a reduction mechanism is applied, before the financial adjustment factor, which reduces the economic resources envisaged in the annual budget for the Short-Term Incentive Plan. More specifically, if the entry gates to the Short-Term Incentive (STI) Plan are successfully passed and, at the same time, a consolidated loss for the year is recorded, the economic resources in the budget for the Plan are reduced by the amount of the loss up to a maximum reduction of 20% of said resources. In this circumstance, the subsequent application of the financial adjustment factor may not increase the economic resources.

The provisions relating to the factor linked to RORAC and to the reduction mechanism in the case of a consolidated loss for the year, do not apply to the portion of the economic

¹⁶ Calculated as the average of quarterly observations.

¹⁷ Both the final balance value and the comparison thresholds are determined as the ratio between the financial year’s results, represented by the net income as at 31/12 calculated net of items removed to calculate the UOC (profit from current operating activities) and without the amount of the economic resources of the Short Term Incentive Plan, and the capital requirement recorded at year-end calculated as a percentage of risk-weighted assets considering the target CET 1 ratio. The method used to calculate the result for the year is governed by internal rules.

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR
emarket
with storage
CERTIFIED

resources of the Short-Term Incentive (STI) Plan addressed to identified staff of control functions to avoid the incentive being linked to economic results, nor to those for Anima Group staff, as long as it is listed.

A financial adjustment factor is applied to the economic resources of the Short Term Incentive (STI) Plan for Anima Group staff defined in the operating budget. The size of this factor is proportional to the value of the Anima Group’s EBITDA profitability indicator¹⁸ achieved at the end of the financial year compared to the budget defined for the year. This may result in a reduction of the financial resources to zero or an increase in the same, in the latter case if approved by the Board of Directors of Anima Holding, which determines the exact amount.

The adjustment factor modulates the financial resources in relation to the risk-adjusted profitability result achieved:

if EBITDA is equal to or less than 50% of the budget, consolidated economic resources are reduced to zero;
if the result is greater than 50% but not greater than the budget, the value of the economic resources provided for in the budget is automatically reduced by applying the percentage given by the ratio between the result itself and the budget;
if the result exceeds the budget, any increase in economic resources up to the expected cap of 110% of their budgeted value is subject to the resolution of the Board of Directors of Anima Holding, which also determines the exact amount in relation to and within the limit of the ratio between the result achieved and the budget.

A non-financial adjustment factor is also applied to the economic resources of the 2026 Short-Term Incentive Plan (STI) - according to the procedures illustrated below. Said factor is correlated to the values of the consolidated ECAP Reputational Risk and Anti Money Laundering (AML) indicators at year-end, in relation to the relative Risk Trigger thresholds defined in the Risk Appetite Framework for the year.

The ECAP Reputational Risk indicator represents the amount of economic capital against reputational risk estimated through an internal model. The AML represents the ratio between the number of NDGs with an expired profile and the total number of NDGs profiles.

More specifically:

in the case of a result equal to or greater¹⁹ than the Risk Trigger threshold of both the ECAP Reputational Risk and AML indicators, the value of the financial resources is automatically reduced by 20%;
in the case of a result equal to or greater than the Risk Trigger limit of only one of the indicators, ECAP Reputational Risk or AML, the value of the financial resources is automatically reduced by 10%;
in the remaining cases, the financial resources are not reduced.

The non-financial adjustment factor is not applied to economic resources for the Anima Group²⁰.

For the beneficiaries of the Plan, the performance assessment method is adopted, which provides for the assignment, at the start-up of the system, of an objective-card to be compared with the results achieved at the end of the year. Each objective is assigned a weight in percentage terms on the total and a result curve on achievement levels

¹⁸ Both the final value and the comparison threshold are calculated net of the variable component of short-term remuneration.

¹⁹ The greater the value recorded, the greater the risk for the Group.

²⁰ Provision valid as long as the Anima Group is listed.

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR

CERTIFIED

(minimum, target and maximum). The result obtained by each KPI determines a weighted score, in a variable awarding curve between a minimum and a maximum achievable. The sum of the weighted scores corresponds to the performance achieved in proportion to which, only if at least equal to a pre-established minimum score, the amount of the incentive, which cannot exceed a pre-established maximum level, is quantified.

The vesting of each deferred portion of the incentive is subject to total compliance with the consolidated entry gates²¹ and the relative threshold comparative values envisaged by the Short-Term Incentive Plan of the year preceding the year of vesting of the same, in consideration of the Staff category to which they belong in the same year. This ex post correction system is, therefore, a mechanism that operates during the deferral period, before the actual vesting of the deferred portions of the incentive.

With regard to misconduct and the application of malus and claw-back, please refer to the provisions contained in the 2026 Policy.

4.6 Indication of any restrictions on the availability of the shares with specific reference to the time periods within which the subsequent transfer to the company or third parties is permitted or prohibited;

The shares are bound to a retention period (selling restriction) of one year, for up-front and deferred shares, which starts from the vesting of the corresponding portion in cash. Any rights and/or dividends are only vested with reference to the period following the transfer to the beneficiary’s securities portfolio.

The Parent Company Board of Directors may assess any consequent adjustments to any share portions that have vested but are not yet available to the beneficiaries in the event of extraordinary capital operations which envisage the exercise of an option right²².

4.7 Description of any termination clauses concerning the assignment of the Plan in the event that the beneficiaries carry out hedging transactions that make it possible to neutralise any selling restrictions on the financial instruments assigned, including in the form of options, or on the financial instruments resulting from the exercise of said options.

The Plan does not contain any termination clauses of the above nature.

Group Staff may not use personal hedging strategies or insurance on remuneration or on other aspects to alter or undermine the risk alignment effects embedded in their remuneration mechanisms.

4.8 Description of the effects caused by the termination of the employment relationship.

In the event of the termination of employment, the up-front portion and the deferred portions are paid²³ in the case of retirement, access to the solidarity fund, death, specific provisions contained in individual contracts or in individual agreements to terminate employment, without prejudice to cases in which all rights are lost.

The loss of all rights is envisaged in the event of termination of the employment relationship due to resignation, dismissal for just cause or justified subjective reason, as well as for

²¹ As long as the Anima Group is listed, the following provisions apply to Anima Holding: (i) vesting is not subject to the consolidated profitability gate (UOC) and (ii) vesting is subject to the respective profitability access gate (EBITDA of Anima Group).

²² An example could be capital increases.

²³ On a pro rata basis according to the twelfths of service during the year, as determined in accordance with the internal regulations.

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR

CERTIFIED

termination of employment for any reason or cause, including access to the solidarity fund, which provides for termination before 30 June 2026. The same provisions regarding the retention or loss of entitlement to payment also apply to deferred portions of incentives relating to previous years that are still vesting.

4.9 Indication of any situations in which the Plan is cancelled.

The Plan does not provide for any causes for cancellation other than those discussed in paragraph 4.5.

4.10 Reasons for the possibility of “redemption” by Banco BPM of the shares forming part of the Plan, provided pursuant to articles 2357 and following of the Italian civil code; indication of the beneficiaries of the redemption stating whether such is only applicable to specific employee categories; the effects of the termination of the employment relationship on such redemption.

The Plan does not provide for redemption by Banco BPM or any other Group companies of the shares forming part of the Plan.

4.11 Any loans or other benefits granted for the buy-back of the shares pursuant to article 2358 of the Italian civil code.

The provision is not applicable.

4.12 Indication of the estimated liability for the company at the date of the related assignment, calculated on the basis of the terms and conditions already established, stated by total amount and in relation to each of the Plan’s instruments.

An expected requirement of Euro 7 million has been estimated, but the precise calculation shall depend on the fulfilment of the conditions to access the 2026 Short-Term Incentive (STI) Plan and the performance levels achieved by the potential beneficiaries of the Plan.

4.13 Indication of any dilutive effects on share capital caused by the assignment of the shares.

Given the means by which it is implemented, the adoption of the Plan will not have any dilutive effects on the Group’s capital resulting from share capital increases.

4.14 Any envisaged restrictions on the exercise of voting rights and on the assignment of dividend rights.

Without prejudice to the provisions of paragraph 4.6 in relation to the vesting of any rights and/or dividends, with reference to the period following the transfer in the securities dossier of the beneficiary, no limits are envisaged for the exercise of voting rights and for the assignment of dividend rights.

BANCO BPM SHARE-BASED COMPENSATION PLAN
2026 SHORT-TERM INCENTIVE PLAN
BANCO BPM GR
emarket
soln storage
CERTIFIED

4.15 If the shares are not traded on regulated markets, the information required to make a full assessment of their value.

The Plan envisages the sole use of shares traded on regulated markets.
Reference should be made to the 2026 Policy for any matters not included herein.

3 March 2026
The Board of Directors

BANCO BPM SHARE-BASED COMPENSATION PLAN

2026 SHORT-TERM INCENTIVE PLAN

BANCO BPM GR

CERTIFIED

SHARE-BASED COMPENSATION PLANS

Table 1 of Schedule 7 of Annex 3A of Regulation no. 11971/1999
Section 1 - Shares relating to currently valid plans approved on the basis of previous shareholders' resolutions
Please note that the individuals indicated in the tables (by name or included in categories) are not yet legitimate owners of the Banco BPM shares indicated, but will become owners during the vesting period, only if the pre-established conditions for each individual plan are successfully fulfilled.

NAME AND SURNAME OR CATEGORY	POSITION (TO BE INDICATED ONLY FOR NAMED INDIVIDUALS)	FRAME 1
		FINANCIAL INSTRUMENTS OTHER THAN STOCK OPTIONS
		SECTION 1 SHARES RELATING TO CURRENTLY VALID PLANS APPROVED ON THE BASIS OF PREVIOUS SHAREHOLDERS' RESOLUTIONS
		DATE OF THE RESOLUTION OF THE SHAREHOLDERS' MEETING	TYPE OF FINANCIAL INSTRUMENT	NUMBER OF FINANCIAL INSTRUMENTS	ASSIGNMENT DATE	PURCHASE PRICE OF INSTRUMENTS, IF RELEVANT	MARKET PRICE ON GRANT	VESTING PERIOD
Giuseppe Castegna	Chief Executive Officer of Banco BPM	2025 PLAN (30/04/2023)	Banco BPM Ordinary Shares	79,930 (1)	27/05/2026 (3)	€ 12.47499	€ 12.930 (3)	2025-2031
		2024 PLAN (18/04/2024)	Banco BPM Ordinary Shares	47,835	27/05/2025	€ 6.10102	€ 10.00315	2024-2030
		2023 PLAN (20/04/2023)	Banco BPM Ordinary Shares	53,497	27/05/2024	€ 5.52311	€ 6.36653	2023-2029
		2022 PLAN (07/04/2022)	Banco BPM Ordinary Shares	61,231	27/06/2023	€ 4.13419	€ 3.87976	2022-2028
		2021 PLAN (15/04/2021)	Banco BPM Ordinary Shares	31,584	27/06/2022	-	€ 2.94920	2021-2027
		2020 PLAN (04/04/2020)	Banco BPM Ordinary Shares	19,093	25/06/2021	-	€ 2.93977	2020-2026
		2025-2027 (1) PLAN (30/04/2025)	Banco BPM Ordinary Shares	159,243	30/04/2025 (4)	€ 12.47499	€ 9.10560 (5)	2025-2033
		2024-2026 (1) PLAN (18/04/2024)	Banco BPM Ordinary Shares	510,394	18/04/2024 (6)	€ 6.10102	€ 6.17170 (7)	2024-2032
		2022-2024 (1) PLAN (07/04/2022)	Banco BPM Ordinary Shares	259,940	07/04/2022 (8)	€ 4.13419	€ 2.70064 (9)	2022-2030
2021-2023 (1) PLAN (15/04/2021)	Banco BPM Ordinary Shares	715,440	15/04/2021 (10)	€ 3.49144	€ 2.41530 (11)	2021-2029
Alessandro Vareldo	Chief Executive Officer of Banco Aletti	2025 PLAN (30/04/2023)	Banco BPM Ordinary Shares	9,236 (13)	27/05/2026 (3)	€ 12.47499	€ 12.930 (3)	2025-2031
		2024 PLAN (18/04/2024)	Banco BPM Ordinary Shares	5,059	27/05/2025	€ 6.10102	€ 10.00315	2024-2030
		2023 PLAN (20/04/2023)	Banco BPM Ordinary Shares	6,276	27/05/2024	€ 5.52311	€ 6.36653	2023-2029
		2022 PLAN (07/04/2022)	Banco BPM Ordinary Shares	6,145	27/06/2023	€ 4.13419	€ 3.87976	2022-2028
		2021 PLAN (15/04/2021)	Banco BPM Ordinary Shares	4,916	27/06/2022	-	€ 2.94920	2021-2027
		2020 PLAN (04/04/2020)	Banco BPM Ordinary Shares	1,827	25/06/2021	-	€ 2.93977	2020-2026
		2025-2027 (1) PLAN (30/04/2025)	Banco BPM Ordinary Shares	14,277	30/04/2025 (4)	€ 12.47499	€ 9.10560 (5)	2025-2033
		2024-2026 (1) PLAN (18/04/2024)	Banco BPM Ordinary Shares	46,989	18/04/2024 (6)	€ 6.10102	€ 6.17170 (7)	2024-2032
		2022-2024 (1) PLAN (07/04/2022)	Banco BPM Ordinary Shares	21,660	07/04/2022 (8)	€ 4.13419	€ 2.70064 (9)	2022-2030
2021-2023 (1) PLAN (15/04/2021)	Banco BPM Ordinary Shares	59,620	15/04/2021 (10)	€ 3.49144	€ 2.41530 (11)	2021-2029
Domenico Ivan Lapenna	Chief Executive Officer of Banco BPM Vita and Vara Vita	2025 PLAN (30/04/2023)	Banco BPM Ordinary Shares	4,563 (13)	27/05/2026 (3)	€ 12.47499	€ 12.930 (3)	2025-2030
		2024 PLAN (18/04/2024)	Banco BPM Ordinary Shares	2,354	27/05/2025	€ 6.10102	€ 10.00315	2024-2029
		2023 PLAN (20/04/2023)	Banco BPM Ordinary Shares	2,506	27/05/2024	€ 5.52311	€ 6.36653	2023-2028
		2022 PLAN (07/04/2022)	Banco BPM Ordinary Shares	1,981	27/06/2023	€ 4.13419	€ 3.87976	2022-2027
		2025-2027 (1) PLAN (30/04/2025)	Banco BPM Ordinary Shares	2,196	30/04/2025 (4)	€ 12.47499	€ 9.10560 (5)	2025-2032
		2024-2026 (1) PLAN (18/04/2024)	Banco BPM Ordinary Shares	9,722	18/04/2024 (6)	€ 6.10102	€ 6.17170 (7)	2024-2031

BANCO BPM SHARE-BASED COMPENSATION PLAN

2026 SHORT-TERM INCENTIVE PLAN

BANCO BPM GROUP

emonkest

eon

CERTIFIED

NAME AND SURNAME OR CATEGORY	POSITION (TO BE INDICATED ONLY FOR NAMED INDIVIDUALS)	SECTION 1 SHARES RELATING TO CURRENTLY VAUD PLANS APPROVED ON THE BASIS OF PREVIOUS SHAREHOLDERS' RESOLUTIONS
		FINANCIAL INSTRUMENTS OTHER THAN STOCK OPTIONS
		DATE OF THE RESOLUTION OF THE SHAREHOLDERS' MEETING	TYPE OF FINANCIAL INSTRUMENT	NUMBER OF FINANCIAL INSTRUMENTS	ASSIGNMENT DATE	PURCHASE PRICE OF INSTRUMENTS, IF RELEVANT	MARKET PRICE ON GRANT	VESTING PERIOD
Domenica De Angelis	CBO Co-General Manager of Banco BPM	2025 PLAN (20/04/2025)	Banco BPM Ordinary Shares	24,594 (1)	27/05/2026 (3)	€ 12.47499	€ 12.930 (3)	2025-2031
		2024 PLAN (18/04/2024)	Banco BPM Ordinary Shares	16,495	27/05/2025	€ 6.10102	€ 10.00315	2024-2030
		2023 PLAN (20/04/2023)	Banco BPM Ordinary Shares	12,042	27/05/2024	€ 5.52311	€ 6.36653	2023-2029
		2022 PLAN (07/04/2022)	Banco BPM Ordinary Shares	13,484	27/06/2023	€ 4.13419	€ 3.87976	2022-2028
		2021 PLAN (15/04/2021)	Banco BPM Ordinary Shares	9,804	27/06/2022	-	€ 2.94920	2021-2027
		2020 PLAN (04/04/2020)	Banco BPM Ordinary Shares	2,801	25/06/2021	-	€ 2.93977	2020-2026
		2025-2027 (IT PLAN (30/04/2025)	Banco BPM Ordinary Shares	65,894	30/04/2025 (4)	€ 12.47499	€ 9.10560 (5)	2025-2033
		2024-2026 (IT PLAN (18/04/2024)	Banco BPM Ordinary Shares	202,537	18/04/2024 (6)	€ 6.10102	€ 6.17170 (7)	2024-2032
		2022-2024 (IT PLAN (07/04/2022)	Banco BPM Ordinary Shares	119,140	07/04/2022 (8)	€ 4.13419	€ 2.70064 (9)	2022-2030
		2021-2023 (IT PLAN (15/04/2021)	Banco BPM Ordinary Shares	327,908	15/04/2021 (10)	€ 3.49144	€ 2.41530 (11)	2021-2029
Eduardo Maria Ginevra	CFO Co-General Manager of Banco BPM	2025 PLAN (20/04/2025)	Banco BPM Ordinary Shares	24,594 (1)	27/05/2026 (3)	€ 12.47499	€ 12.930 (3)	2025-2031
		2024 PLAN (18/04/2024)	Banco BPM Ordinary Shares	19,299	27/05/2025	€ 6.10102	€ 10.00315	2024-2030
		2023 PLAN (20/04/2023)	Banco BPM Ordinary Shares	21,364	27/05/2024	€ 5.52311	€ 6.36653	2023-2029
		2022 PLAN (07/04/2022)	Banco BPM Ordinary Shares	11,909	27/06/2023	€ 4.13419	€ 3.87976	2022-2028
		2021 PLAN (15/04/2021)	Banco BPM Ordinary Shares	8,662	27/06/2022	-	€ 2.94920	2021-2027
		2020 PLAN (04/04/2020)	Banco BPM Ordinary Shares	3,183	25/06/2021	-	€ 2.93977	2020-2026
		2025-2027 (IT PLAN (30/04/2025)	Banco BPM Ordinary Shares	65,894	30/04/2025 (4)	€ 12.47499	€ 9.10560 (5)	2025-2033
		2024-2026 (IT PLAN (18/04/2024)	Banco BPM Ordinary Shares	243,045	18/04/2024 (6)	€ 6.10102	€ 6.17170 (7)	2024-2032
		2022-2024 (IT PLAN (07/04/2022)	Banco BPM Ordinary Shares	64,985	07/04/2022 (8)	€ 4.13419	€ 2.70064 (9)	2022-2030
		2021-2023 (IT PLAN (15/04/2021)	Banco BPM Ordinary Shares	178,860	15/04/2021 (10)	€ 3.49144	€ 2.41530 (11)	2021-2029
7 Executives with strategic responsibilities		2025 PLAN (20/04/2025)	Banco BPM Ordinary Shares	59,506 (13)	27/05/2026 (3)	€ 12.47499	€ 12.930 (3)	2025-2031 (13)
66 Other Plan beneficiaries			Banco BPM Ordinary Shares	301,980 (13)	27/05/2026 (3)	€ 12.47499	€ 12.930 (3)	2025-2031 (14)
3 Executives with strategic responsibilities		2024 PLAN (18/04/2024)	Banco BPM Ordinary Shares	29,898	27/05/2025	€ 6.10102	€ 10.00315	2024-2030
4 Executives with strategic responsibilities			Banco BPM Ordinary Shares	6,301	27/05/2025	€ 6.10102	€ 10.00315	2024-2029
5 Other Plan beneficiaries			Banco BPM Ordinary Shares	30,706	27/05/2025	€ 6.10102	€ 10.00315	2024-2030
67 Other Plan beneficiaries			Banco BPM Ordinary Shares	122,650	27/05/2025	€ 6.10102	€ 10.00315	2024-2029
3 Executives with strategic responsibilities		2023 PLAN (20/04/2023)	Banco BPM Ordinary Shares	32,281	27/05/2024	€ 5.52311	€ 6.36653	2023-2029
2 Executives with strategic responsibilities			Banco BPM Ordinary Shares	4,261	27/05/2024	€ 5.52311	€ 6.36653	2023-2028
4 Other Plan beneficiaries			Banco BPM Ordinary Shares	37,224	27/05/2024	€ 5.52311	€ 6.36653	2023-2029
44 Other Plan beneficiaries			Banco BPM Ordinary Shares	92,499	27/05/2024	€ 5.52311	€ 6.36653	2023-2028
2 Executives with strategic responsibilities		2022 PLAN (07/04/2022)	Banco BPM Ordinary Shares	19,245	27/06/2023	€ 4.13419	€ 3.87976	2022-2028
2 Executives with strategic responsibilities			Banco BPM Ordinary Shares	4,758	27/06/2023	€ 4.13419	€ 3.87976	2022-2027
5 Other Plan beneficiaries			Banco BPM Ordinary Shares	52,194	27/06/2023	€ 4.13419	€ 3.87976	2022-2028
37 Other Plan beneficiaries			Banco BPM Ordinary Shares	86,058	27/06/2023	€ 4.13419	€ 3.87976	2022-2027

BANCO BPM SHARE-BASED COMPENSATION PLAN

2026 SHORT-TERM INCENTIVE PLAN

BANCO BPM GR

emarket

eilr storage

CERTIFIED

NAME AND
SURNAME OR
CATEGORY
POSITION
(TO BE INDICATED
ONLY FOR NAMED
INDIVIDUALS)
FRAME 1
FINANCIAL INSTRUMENTS OTHER THAN STOCK OPTIONS
SECTION 1
SHARES RELATING TO CURRENTLY VALID PLANS APPROVED ON THE BASIS OF PREVIOUS SHAREHOLDERS' RESOLUTIONS

	DATE OF THE RESOLUTION OF THE SHAREHOLDERS' MEETING	TYPE OF FINANCIAL INSTRUMENT	NUMBER OF FINANCIAL INSTRUMENTS	ASSIGNMENT DATE	PURCHASE PRICE OF INSTRUMENTS, IF RELEVANT	MARKET PRICE ON GRANT	VESTING PERIOD
7 Other Plan beneficiaries	2021 PLAN (15/04/2021)	Banco BPM Ordinary Shares	39,914	27/06/2022	-	€ 2.94920	2021-2027
6 Other Plan beneficiaries	2020 PLAN (04/04/2020)	Banco BPM Ordinary Shares	9,227	25/06/2021	-	€ 2.93977	2020-2026
3 Executives with strategic responsibilities	2025-2027 (7) PLAN (30/04/2025)	Banco BPM Ordinary Shares	71,386	30/04/2025 (4)	€ 12.47499	€ 9.10560 (5)	2025-2033
5 Other Plan beneficiaries		Banco BPM Ordinary Shares	72,483	30/04/2025 (4)	€ 12.47499	€ 9.10560 (5)	2025-2033
66 Other Plan beneficiaries		Banco BPM Ordinary Shares	398,114	30/04/2025 (4)	€ 12.47499	€ 9.10560 (5)	2025-2032
3 Executives with strategic responsibilities	2024-2026 (7) PLAN (18/04/2024)	Banco BPM Ordinary Shares	234,943	18/04/2024 (6)	€ 6.10102	€ 6.17170 (7)	2024-2032
5 Other Plan beneficiaries		Banco BPM Ordinary Shares	281,931	18/04/2024 (6)	€ 6.10102	€ 6.17170 (7)	2024-2032
66 Other Plan beneficiaries		Banco BPM Ordinary Shares	1,432,355	18/04/2024 (6)	€ 6.10102	€ 6.17170 (7)	2024-2031
3 Executives with strategic responsibilities	2022-2024 (7) PLAN (07/04/2022)	Banco BPM Ordinary Shares	108,305	07/04/2022 (8)	€ 4.13419	€ 2.70064 (9)	2022-2030
3 Other Plan beneficiaries		Banco BPM Ordinary Shares	64,980	07/04/2022 (8)	€ 4.13419	€ 2.70064 (9)	2022-2030
38 Other Plan beneficiaries		Banco BPM Ordinary Shares	448,412	07/04/2022 (8)	€ 4.13419	€ 2.70064 (9)	2022-2029
1 Executive with strategic responsibilities	2021-2023 (7) PLAN (15/04/2021)	Banco BPM Ordinary Shares	59,620	15/04/2021 (10)	€ 3.49144	€ 2.41530 (11)	2021-2029
1 Executive with strategic responsibilities		Banco BPM Ordinary Shares	74,524	15/04/2021 (10)	€ 3.49144	€ 2.41530 (11)	2021-2027
6 Other Plan beneficiaries		Banco BPM Ordinary Shares	379,580	15/04/2021 (10)	€ 3.49144	€ 2.41530 (11)	2021-2029
35 Other Plan beneficiaries		Banco BPM Ordinary Shares	998,636	15/04/2021 (10)	€ 3.49144	€ 2.41530 (11)	2021-2027

(1) Estimated on the basis of listing calculated at 5 February 2026.
(2) The actual assignment will take place at the time of vesting of the respective up-front portion in cash.
(3) Listing of 5 February 2026.
(4) Date of Shareholders' Meeting which approved the plan. The competent bodies decided on the assignments on 13 March and 28 March 2025.
(5) Arithmetic mean of the official prices reported in the 30 calendar days prior to the date of the Shareholders' Meeting of 30 April 2025.
(6) Date of Shareholders' Meeting which approved the plan. The competent bodies decided on the assignments on 29 January and 12 March 2024.
(7) Arithmetic mean of the official prices reported in the 30 calendar days prior to the date of the Shareholders' Meeting of 18 April 2024.
(8) Date of Shareholders' Meeting which approved the plan. The competent bodies decided on the assignments on 5 May and 7 June 2022.
(9) Arithmetic mean of the official prices reported in the 30 calendar days prior to the date of the Shareholders' Meeting of 7 April 2022.
(10) Date of Shareholders' Meeting which approved the plan.
(11) Arithmetic mean of the official prices reported in the 30 calendar days prior to the date of the Shareholders' Meeting of 15 April 2021.
(12) Estimate based on the performance calculated as at 5 February 2026 and the listing taken as a reference as at the same date.
(13) Of which 4 executives with strategic responsibilities have a vesting period of 2025-2030.
(14) Of which 61 individuals have a vesting period of 2025-2030.

CERTIFIED

BANCO BPM SHARE-BASED COMPENSATION PLAN

2026 SHORT-TERM INCENTIVE PLAN

SHARE-BASED COMPENSATION PLANS

Table 1 of Schedule 7 of Annex 3A of Regulation no. 11971/1999
Section 2 - Newly-allocated shares

NAME AND SURNAME OR CATEGORY	POSITION (TO BE INDICATED ONLY FOR NAMED INDIVIDUALS)	FINANCIAL INSTRUMENTS OTHER THAN STOCK OPTIONS
		SECTION 3 NEWLY ASSIGNED SHARES ON THE BASIS OF THE DECISION OF THE BOARD OF DIRECTORS OF 03/03/2026 PROPOSED FOR THE SHAREHOLDERS' MEETING
		DATE OF THE RELATIVE RESOLUTION OF THE SHAREHOLDERS' MEETING	TYPE OF FINANCIAL INSTRUMENT	NUMBER OF FINANCIAL INSTRUMENTS	ASSIGNMENT DATE	PURCHASE PRICE OF INSTRUMENTS, IF RELEVANT	MARKET PRICE ON ASSIGNMENT	VESTING PERIOD
Giuseppe Castegna	Chief Executive Officer of Banco BPM	2026 PLAN (16/04/2026)	Banco BPM Ordinary Shares	NA	2027	NA	NA	2026-2032
Alessandro Varelido	Chief Executive Officer of Banco Aleti	2026 PLAN (16/04/2026)	Banco BPM Ordinary Shares	NA	2027	NA	NA	2026-2032
Domenico Ivan Lapenna	Chief Executive Officer of Banco BPM Vita and Vera Vita	2026 PLAN (16/04/2026)	Banco BPM Ordinary Shares	NA	2027	NA	NA	2026-2031
Domenico De Angelis	CBO Co-General Manager of Banco BPM	2026 PLAN (16/04/2026)	Banco BPM Ordinary Shares	NA	2027	NA	NA	2026-2032
Eduardo Maria Ginevra	CFO Co-General Manager of Banco BPM	2026 PLAN (16/04/2026)	Banco BPM Ordinary Shares	NA	2027	NA	NA	2026-2032
3 Executives with strategic responsibilities		2026 PLAN (16/04/2026)	Banco BPM Ordinary Shares	NA	2027	NA	NA	2026-2032
4 Executives with strategic responsibilities		2026 PLAN (16/04/2026)	Banco BPM Ordinary Shares	NA	2027	NA	NA	2026-2031
4 Other Plan beneficiaries		2026 PLAN (16/04/2026)	Banco BPM Ordinary Shares	NA	2027	NA	NA	2026-2032
139 Other Plan beneficiaries		2026 PLAN (16/04/2026)	Banco BPM Ordinary Shares	NA	2027	NA	NA	2026-2031

emarket
edir storage
CERTIFIED

AI assistant

Banco BPM SpA Remuneration Information 2026

4282_rns_2026-03-09_3d3c9e8c-c131-4f7d-b4a8-391038ff350b.pdf

BANCO BPM

BANCO BPM

Banco BPM share-based compensation plan

Banco BPM share-based compensation plan 2026 Short-Term Incentive Plan

DEFINITIONS

INTRODUCTION

1. BENEFICIARIES

1.1 Names of beneficiaries who are members of the Board of Directors or Management Board of the issuer of financial instruments, the companies controlling the issuer and the companies directly or indirectly controlled by such.

1.2 The categories of employees and non-employed staff of the financial instrument issuer, and of its parent companies or its subsidiaries.

1.3 Names of beneficiaries who are members of the following groups:

1.4 Description and number by category:

2. RATIONALE BEHIND THE PLAN

3. APPROVAL PROCESS AND TIMING OF ASSIGNMENT OF INSTRUMENTS

3.1 Scope of the powers and duties delegated by the Shareholders' Meeting to the Board of Directors for the implementation of the Plan.

3.2 Indication of the persons designated to administer the plan and their duties and responsibilities.

3.3 Any existing procedures for revising the Plan including with respect to changes in the basic objectives.

3.4 Description of the procedures to establish the availability and the assignment of the financial instruments on which the Plan is based.

3.5 Role performed by each director in determining the features of the above-mentioned plans; any recurrence of conflicts of interest of the directors concerned.

3.6 For the purposes of the requirements of Article 84-bis, paragraph 1, the date of the decision taken by the body responsible for proposing the approval of the plans to the shareholders' meeting and the date of any proposal made by the Remuneration Committee.

3.7 For the purposes of the requirements of Article 84-bis, paragraph 5, (a), the date of the decision taken by the appropriate corporate body on the share assignment and any proposal made by the Remuneration Committee to the aforementioned body

3.8 The market price recorded on the above-mentioned dates of the shares on which the plans are based, if traded on regulated markets.

4. CHARACTERISTICS OF THE SHARES AWARDED

4.1 Description of how the share-based compensation plans are structured.

4.2 Indication of the effective implementation period of the Plan with respect to any different cycles envisaged.

4.3 End of the Plan.

4.4 Maximum number of financial instruments, including in the form of options, assigned in each fiscal year to named individuals or to specific categories.

4.5 Means of implementing the Plan and implementation clauses, specifying whether the effective allocation of the shares depends on the occurrence of conditions or the achievement of specific results, including performance; description of those conditions and results.

More specifically:

4.6 Indication of any restrictions on the availability of the shares with specific reference to the time periods within which the subsequent transfer to the company or third parties is permitted or prohibited;

4.8 Description of the effects caused by the termination of the employment relationship.

4.9 Indication of any situations in which the Plan is cancelled.

4.11 Any loans or other benefits granted for the buy-back of the shares pursuant to article 2358 of the Italian civil code.

4.12 Indication of the estimated liability for the company at the date of the related assignment, calculated on the basis of the terms and conditions already established, stated by total amount and in relation to each of the Plan’s instruments.

4.13 Indication of any dilutive effects on share capital caused by the assignment of the shares.

4.14 Any envisaged restrictions on the exercise of voting rights and on the assignment of dividend rights.

SHARE-BASED COMPENSATION PLANS

SHARE-BASED COMPENSATION PLANS

AI assistant

Banco BPM SpA — Remuneration Information 2026

4282_rns_2026-03-09_3d3c9e8c-c131-4f7d-b4a8-391038ff350b.pdf

BANCO BPM

BANCO BPM

Banco BPM share-based compensation plan

Banco BPM share-based compensation plan 2026 Short-Term Incentive Plan

DEFINITIONS

INTRODUCTION

1. BENEFICIARIES

1.1 Names of beneficiaries who are members of the Board of Directors or Management Board of the issuer of financial instruments, the companies controlling the issuer and the companies directly or indirectly controlled by such.

1.2 The categories of employees and non-employed staff of the financial instrument issuer, and of its parent companies or its subsidiaries.

1.3 Names of beneficiaries who are members of the following groups:

1.4 Description and number by category:

2. RATIONALE BEHIND THE PLAN

3. APPROVAL PROCESS AND TIMING OF ASSIGNMENT OF INSTRUMENTS

3.1 Scope of the powers and duties delegated by the Shareholders' Meeting to the Board of Directors for the implementation of the Plan.

3.2 Indication of the persons designated to administer the plan and their duties and responsibilities.

3.3 Any existing procedures for revising the Plan including with respect to changes in the basic objectives.

3.4 Description of the procedures to establish the availability and the assignment of the financial instruments on which the Plan is based.

3.5 Role performed by each director in determining the features of the above-mentioned plans; any recurrence of conflicts of interest of the directors concerned.

3.6 For the purposes of the requirements of Article 84-bis, paragraph 1, the date of the decision taken by the body responsible for proposing the approval of the plans to the shareholders' meeting and the date of any proposal made by the Remuneration Committee.

3.7 For the purposes of the requirements of Article 84-bis, paragraph 5, (a), the date of the decision taken by the appropriate corporate body on the share assignment and any proposal made by the Remuneration Committee to the aforementioned body

3.8 The market price recorded on the above-mentioned dates of the shares on which the plans are based, if traded on regulated markets.

4. CHARACTERISTICS OF THE SHARES AWARDED

4.1 Description of how the share-based compensation plans are structured.

4.2 Indication of the effective implementation period of the Plan with respect to any different cycles envisaged.

4.3 End of the Plan.

4.4 Maximum number of financial instruments, including in the form of options, assigned in each fiscal year to named individuals or to specific categories.

4.5 Means of implementing the Plan and implementation clauses, specifying whether the effective allocation of the shares depends on the occurrence of conditions or the achievement of specific results, including performance; description of those conditions and results.

More specifically:

4.6 Indication of any restrictions on the availability of the shares with specific reference to the time periods within which the subsequent transfer to the company or third parties is permitted or prohibited;

4.8 Description of the effects caused by the termination of the employment relationship.

4.9 Indication of any situations in which the Plan is cancelled.

4.11 Any loans or other benefits granted for the buy-back of the shares pursuant to article 2358 of the Italian civil code.

4.12 Indication of the estimated liability for the company at the date of the related assignment, calculated on the basis of the terms and conditions already established, stated by total amount and in relation to each of the Plan’s instruments.

4.13 Indication of any dilutive effects on share capital caused by the assignment of the shares.

4.14 Any envisaged restrictions on the exercise of voting rights and on the assignment of dividend rights.

SHARE-BASED COMPENSATION PLANS

SHARE-BASED COMPENSATION PLANS

More from Banco BPM SpA

Banco BPM SpA Remuneration Information 2026