AI assistant
Bper Banca Proxy Solicitation & Information Statement 2026
4395_rns_2026-03-26_1734131d-5fb8-40cb-8710-b59aeccaa38e.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
emarket
P
BPER:
226
INFORMATION DOCUMENT ON THE COMPENSATION PLAN BASED ON FINANCIAL INSTRUMENTS - 2026 MBO PLAN
(prepared pursuant to Article 114-bis of Italian Legislative Decree No. 58 of 24 February 1998 and Article 84-bis of Consob Issuers' Regulations approved by resolution No. 11971 of 14 May 1999 as later amended and supplemented)
CERTIFIED
The present document is the English translation of the Italian “Documento informativo sul piano di compensi basato su strumenti finanziari - Piano MBO 2026”, prepared and used in Italy, and has been translated only for the convenience of international readers. In case of any discrepancies between the English and the Italian version, the Italian version shall prevail.
emarket
edir storage
CERTIFIED
BPER:
226
INFORMATION DOCUMENT ON THE COMPENSATION PLAN BASED ON FINANCIAL INSTRUMENTS – 2026 MBO PLAN
(prepared pursuant to Article 114-bis of Italian Legislative Decree No. 58 of 24 February 1998 and Article 84-bis of Consob Issuers' Regulations approved by resolution No. 11971 of 14 May 1999 as later amended and supplemented)
CERTIFIED
Introduction
INTRODUCTION
This Information Document (hereinafter also the "Document"), prepared by BPER Banca (BPER or the Bank) in order to provide information to its shareholders and the financial community on the proposal to adopt Compensation Plans based on Financial Instruments, is submitted for approval to the Ordinary Shareholders' Meeting of the Bank on 23 aprile 2026, pursuant to Article 114-bis of the Consolidated Law on Finance (Testo Unico della Finanza, TUF) with particular reference to the 2026 Short-Term MBO Plan (hereinafter the "Plan" or "2026 MBO Plan").
The Plan is considered of "particular significance" pursuant to Article 114-bis, paragraph 3, of the Consolidated Law on Finance and Article 84-bis, paragraph 2, of the Issuers' Regulation, insofar as it is prepared by BPER Banca, which is a listed entity, and it is addressed to the persons identified pursuant to Article 114-bis of the Consolidated Law on Finance. The Plan is aimed at the payout of a bonus in cash and in BPER Banca shares intended for resources within the scope of Material Risk Takers, as identified in the BPER Banca remuneration policy in force.
This Information Document was prepared in line with the requirements contained in Table 7 of Annex 3A to the Issuer Regulations and covers the Share component of the aforementioned "2026 MBO Plan".
The Information Document is available to the public at the head office, at Borsa Italiana S.p.A. and on the Bank's website (corporate website) – in the section Governance – Shareholders – Shareholders' Meetings (or https://group.bper.it/en/governance/shareholders/shareholders-meetings)
BPER Group
Information Document MBO 2026
- Recipients
CERTIFIED
1. RECIPIENTS
1.1. Names of the Recipients who are members of the Board of Directors or of the management board of the issuer of the financial instruments, its parent companies and its direct or indirect subsidiaries
Names of the Beneficiaries of the Plan falling within the categories indicated in Section 1.1 of Annex 3 of Table 7 of the CONSOB Issuers' Regulation¹ are shown below.
Should there be any change or separation of positions in the figures below during the financial year 2026, the person(s) appointed to take over the position(s) would also become Beneficiary(ies) of the Plan to the extent applicable.
- Chief Executive Officer of BPER Banca S.p.A., Gianni Franco Papa;
- Chief Executive Officer of Banca Cesare Ponti S.p.A., Fabrizio Greco;
- Managing Director of Banca Popolare di Sondrio S.p.A., Elvio Sonnino;
- Managing Director of Banca della Nuova Terra S.p.A., Umberto Seretti.
It should be noted that certain potential Plan Recipients - BPER Group employees - hold positions in Administrative Bodies of direct or indirect Subsidiaries of BPER Banca. Given that these persons are among the potential Plan Recipients since they are BPER Group employees (and not Directors), no names have been provided, but, in relation thereto, reference should be made to the information set out below.
1.2. Categories of employees or contract staff of the Issuer of financial instruments and the Issuer's parent companies or subsidiaries
The Plan is intended for personnel of the BPER Group identified as "Material risk takers" according to the Supervisory Provisions of the Bank of Italy and pursuant to Delegated Regulation (EU) No. 923 of 25 March 2021 (containing the technical standards for the identification of such personnel), i.e. to the categories of staff that have a significant impact on the risk profile of the Bank and the Group.
All parties included in the above scope²; the decision-making bodies have the right to define individual target bonuses for specific situations (challenging objectives, retention, etc.).
This category includes the General Managers of each Italian Bank of the Group, BPER Factor S.p.A., Finitalia S.p.A., Sardaleasing S.p.A., Factorit S.p.A. and Banca Popolare di Sondrio Suisse.
1.3. Names of Plan Beneficiaries belonging to the following groups:
a) General Manager of the issuer of financial instruments;
b) other executives with strategic responsibilities of the issuer of financial instruments, which is not classified as "smaller", in accordance with Article 3, paragraph 1, letter f) of Consob Regulation No. 17221 of 12 March 2010, in the event that their total remuneration (obtained by summing the monetary remuneration and share-based remuneration) during the year exceeds the highest total remuneration awarded to the members of the Board of directors, or of the management board, and to the General Managers of the issuer of the financial instruments;
c) natural persons controlling the share issuer, who are either employees or contract workers of the issuer.
There are no persons in categories a), b) and c) among the Beneficiaries of this Plan.
¹ Excluding entities belonging to Arca Fondi SGR, in compliance with sector regulations.
² Excluding persons belonging to BPER Bank Luxembourg and individuals identified as "Material Risk Takers" exclusively at local level, if any, also in compliance with sector regulations.
BPER Group
Information Document MBO 2026
emarket
- Recipients
1.4. Description and number of persons in each category
a) Executives with strategic responsibilities other than those indicated in paragraph 1.3. b)
b) for companies classified as "smaller" pursuant to Article 3, paragraph 1 f) of Consob Regulation No. 17221 of 12 March 2010, the aggregate number of all Executives with strategic responsibilities of the issuer of financial instruments
c) any other categories of employees or contract workers for which different Plan characteristics are envisaged (e.g. executives/managers, middle managers, clerical staff, etc.).
a) This category includes eleven (11) staff members of the Parent Company;
b) The provision does not apply;
c) This category includes seventy-five (75) staff members of the Parent Company, three (3) staff members of Banca Cesare Ponti S.p.A., ten (10) staff members of Banco di Sardegna S.p.A., two (2) staff members of BiBanca S.p.A., one (1) staff member of Sardaleasing S.p.A., one (1) staff member of Banca Popolare di Sondrio S.p.A. This category also includes 5 financial advisors for whose exclusion a request for prior authorisation will be submitted to the competent authority.
The persons will benefit from the portion in shares under the Plan only if the variable component allocated to them exceeds a specific amount defined in the Remuneration Policy in force (Plan characteristics are the same for all Recipients, without prejudice to the specific features described below). Should there be any changes, additions or replacements in the positions of the persons identified as Material Risk Takers during 2026, the person(s) appointed to take over the position(s) would become Beneficiary(ies) of the Plan to the extent applicable.
BPER Group
Information Document MBO 2026
- Reasons for adopting the Plan
CERTIFIED
Oo
2. REASONS FOR ADOPTING THE PLAN
2.1. Objectives intended to be achieved via the Plan
With the adoption of the Plan, the BPER Group aims to adapt the payout methods for Bonuses for the year 2026 (envisaged for employees and contract staff classified as “Material Risk Takers”) to the provisions of the Bank of Italy³ on remuneration policies in banks.
The total remuneration of employees is structured in accordance with the criteria and regulatory provisions issued by the Bank of Italy which envisage, for “Material Risk Takers”, that the variable component of the remuneration is also paid through shares or related instruments.
The BPER Group aims to align the interests of the Beneficiaries of the Plan with those of the shareholders and to continue achieving the objectives of the 2024-2027 Business Plan “B:Dynamic | Full Value 2027”, approved by the Board of Directors at its meeting on 10 October 2024, which is based on three main pillars:
- enhancement of customer by increasing the value offered to customers through bancassurance, wealth management, consumer credit and services for the corporate segment;
- operational optimisation through digitalisation, AI/GenAI-driven process automation with up-skilling initiatives and rationalisation of real estate assets;
- sound capital position through a prudential risk management, the optimisation of loan recovery and the modernisation of capital and risk management.
Overall, the Business Plan also envisaged additional objectives, among which: integrating ESG criteria into company’s strategies to promote a responsible and sustainable development, investing on the training and well-being of employees, introducing a new performance management model fully in line with strategic objectives and consolidating the modernisation process with technology, security and AI.
This Plan spans over a multi-year time horizon: this interval was judged to be the most suitable for pursuing the objectives set and, in particular, for focusing the attention of the Recipients on the Group’s medium/long-term strategic success factors.
The time frame was defined between 5 and 6 years⁴ (including the retention period) in compliance with regulatory requirements and with the BPER Group’s needs to (i) foster the sustainability of performance; (ii) incentivise and retain management.
Moreover, the rules set forth in the Document for disbursement in Shares or financial instruments could be associated not only with the variable remuneration paid in the form of bonuses, but also with any compensation agreed upon in view of or in the event of early termination of the employment relationship or for early termination of office granted to the Recipients of this Plan⁵ or with any buy-out when attracting resources with proven expertise, in compliance with the Remuneration policy applicable at any given time.
2.2. Key variables, in the form of performance indicators or otherwise, considered for the purpose of allocating the financial instrument-based Plan
The Plan envisages “access” mechanisms or entry gates related to equity, risk-adjusted profitability and liquidity indicators consistent with the Risk Appetite Framework (CET1, RORWA, LCR and NSFR⁶). Once the Entry gates are exceeded, the Group gross profit acts as an indicator to which the total amount of the Bonuses (a.k.a. Bonus Pool) is linked, with the exception of Company’s Control Functions which benefit from a fixed Bonus Pool, not linked to any indicators.
Where deemed necessary and/or appropriate, in order to correctly assess the performance achieved, the Board of Directors, after receiving the opinion — insofar as it is responsible — of the internal board Committees, shall resolve upon any adjustments to be made to the calculation of KPIs and metrics affecting the remuneration of the Chief Executive Officer and the other Executives with strategic responsibilities.
The process is regulated in a specific document approved by the Board of Directors, which regulates, inter alia, the general criteria used to identify items of a non-recurring nature (so-called One-Off Items), the cases on the basis of which standardisations may be carried out, the Group functions involved in the process and the Bodies competent to express an opinion/make resolutions.
3 Bank of Italy Circular No. 285/2013.
4 The time span varies in relation to the position held.
5 It is possible that any resource that, at the time of termination, falls within the scope of Material Risk Takers might be a Beneficiary of the Plan.
6 CET1, LCR e NSFR are binding for all Recipients of the 2026 MBO Plan, RORWA does not apply to the Company’s Control Functions.
BPER Group
Information Document MBO 2026
The capital (e.g. CET 1 ratio), risk (e.g. NPE ratio) and liquidity ratios (e.g. LCR) cannot be adjusted (e.g. through the use of pro-forma data).
Once the Entry gates are exceeded, the Bonus amount paid out is linked to the individual performance of each Beneficiary of the Plan, who is individually assessed on the basis of qualitative and/or economic-financial indicators defined in compliance with the Group's Remuneration Policy in force.
As a general rule, for each person belonging to the MRT category, performance parameters have different values consistent with their activities, with the responsibilities assigned to them and the operational levers managed by them.
The Bank identifies as Beneficiaries of the Plan only the persons who have been assigned a variable remuneration of more than Euro 50,000 or 1/3 of their total annual remuneration, in accordance with the ex-post performance assessment.
Without prejudice to the Remuneration policy, the amount of the variable component is however maintained, for the majority of this category of personnel, within the limit of 100% of the fixed component, except for top management and specific situations in which that percentage can be raised to the limit defined in a specific shareholders' resolution. For the Heads of Company's Control Functions, the maximum value is 33%.
Elements used to determine the amount of compensation based on financial instruments, i.e. the criteria for its determination
After verifying outperformance of the thresholds established for the Entry gates (minimum condition to activate the Bonus), the number of Shares allocated to each Beneficiary of the Plan will be determined following the definition of the results achieved, on the basis of the individual assessments defined starting from the evidence derived from economic-financial/ and/or qualitative indicators.
The bonus payout for BPER's Chief Executive Officer is structured as follows (particularly high amount^{7}):
- 40% is attributed on the Bonus allocation date (up-front portion): 20% in cash and 20% in BPER shares subject to a one-year retention period (period of unavailability);
- the remaining 60% (25% in cash and 35% in BPER Shares) is deferred in equal annual instalments over 5 years with a one-year retention period (period of unavailability).
In the case of variable remuneration below the particularly high amount, the up-front portion is 45% (20% in cash and 25% in BPER Shares subject to a one-year retention period), while the remaining 55% (25% in cash and 30% in BPER Shares) is deferred in equal annual instalments over 5 years with a one-year retention period (period of unavailability).
The up-front and deferred instalments are subject to malus conditions laid down in the Remuneration Policy.
With reference to Top Management MRTs:
- in the event of variable remuneration of less than or equal to Euro 50,000 and 1/3 of total annual remuneration, the payout is made entirely in cash and up-front;
- in the event of variable remuneration of an amount greater than Euro 50,000 (or 1/3 of total annual remuneration) and less than or equal to Euro 456,000 (particularly large amount), 55% of the variable remuneration is allocated in BPER Shares, broken down as follows: 25% is attributed on the bonus allocation date (up-front) - without prejudice to a one-year retention period - whereas the remaining 30% is allocated in equal portions in the following 5 years subject to verification of the maintenance of adequate income and capital standards (without prejudice to a one-year retention period starting from the vesting date of each deferred portion). The remainder of the bonus (45% in cash) is paid out, 20% up-front and 25% deferred in equal annual instalments in the 5 years following the year of allocation;
- in the event of variable remuneration exceeding Euro 456,000 (particularly large amount), 40% is attributed on the bonus allocation date (up-front portion): 20% in cash and 20% in BPER Shares. The remaining 60% (25% in cash and 35% in BPER shares) is deferred in equal annual instalments over 5 years with a one-year retention period (period of unavailability).
- Reasons for adopting the Plan
CERTIFIED
With reference to non-top Management MRTs:
- in the event of variable remuneration of less than or equal to Euro 50,000 and 1/3 of total annual remuneration, the payout is made entirely in cash and up-front.
- in the event of variable remuneration of an amount greater than Euro 50,000 (or 1/3 of total annual remuneration) and less than or equal to Euro 456,000, 50% of the variable remuneration is allocated in BPER Shares; 30% is attributed on the bonus allocation date (up-front) - without prejudice to a one-year retention period - the remaining 20% is attributed in equal portions in the following 4 financial years subject to verification of the maintenance of adequate income and capital standards (without prejudice to a one-year retention period starting from the vesting date of each deferred portion). The remainder of the bonus (50% in cash) is paid out, 30% up-front and 20% deferred in equal annual instalments in the 4 years following the year of allocation;
- in the event of variable remuneration exceeding Euro 456,000 (particularly large amount), 40% is attributed on the bonus allocation date (up-front portion): 20% in cash and 20% in BPER Shares. The remaining 60% (30% in cash and 30% in BPER shares) is deferred in equal annual instalments over 4 years with a one-year retention period (period of unavailability).
Each up-front and deferred portion is subject to the malus rules that can reduce the portion to zero in the event of failure to achieve the Entry Gates set for the year prior to the year of disbursement of each deferred portion.
The aforementioned malus mechanism, consequently preventing payment of the deferred portions of the Bonus, applies to all Beneficiaries even if the cases provided for the activation of claw-back clauses occur.
The amount of remuneration envisaged in the Plan was established on the basis of (i) current regulatory provisions; (ii) remuneration policies adopted by the BPER Group; (iii) position held by each Beneficiary of the Plan; (iv) ability of each Beneficiary to influence the Bank's strategic choices.
The payout method of vested bonuses after the final calculation of the results was defined in line with the regulatory requirements, with the two-fold aim of achieving alignment with ex-post risk and supporting a medium- and long-term vision, as well as correlating the variable component with the actual results and risks taken.
This Plan is substantially similar to the Plan that the BPER Group developed for 2025.
2.4. Reasons for any decision to adopt compensation Plans based on financial instruments not issued by the issuer, such as those issued by subsidiaries, parent companies or non-group companies; if these instruments are not traded in regulated markets, provide information about the criteria used to determine the value attributable to them
Not applicable.
BPER Group
Information Document MBO 2026
18
emarket
Fair Storage
CERTIFIED
- Reasons for adopting the Plan
2.5. Assessment of significant tax and accounting implications that influenced the definition of the Plan
The structure of the Plan was not affected by the applicable tax regulations or by accounting implications.
2.6. Support, if any, for the Plan by the Special fund for the encouragement of worker participation in companies, pursuant to Article 4, par. 112, of Law 350 dated 24 December 2003
Not applicable.
BPER Group
Information Document MBO 2026
- Approval process and timing for the assignment of instruments
CERTIFIED
3. APPROVAL PROCESS AND TIMING FOR THE ASSIGNMENT OF INSTRUMENTS
3.1. Extent of powers and functions delegated by the Shareholders' Meeting to the Board of Directors to implement the plan
On 11 March 2026, the Board of Directors approved the “Information Document on the Compensation Plan based on financial instruments – 2026 MBO Plan” and the “2026 Report on the Remuneration Policy and Compensation Paid”.
Both documents will be submitted for approval to the Shareholders’ Meeting of 23 April 2026, which will, inter alia, also be called upon - on that occasion - to resolve on vesting the Management Body with the authority to implement and manage the measures outlines in this Plan.
3.2. Persons appointed to manage the Plan and their functions and duties
The Board of Directors is responsible for managing the Plan and has the right to vest the Chief Executive Officer, the General Manager if separately appointed and the Chief People Officer, in compliance with the provisions of internal regulations, with all the powers necessary for the concrete implementation of the aforementioned Plan, to be exercised in compliance with the provisions of this Information Document.
3.3. Procedures, if any, for the amendment of the Plan should the underlying objectives change
The Plan may be amended and supplemented in the event of capital increases of the Company or of other Group Companies, either free of charge or against consideration, or of extraordinary dividend distributions or other events that may, even only potentially, affect the economic value of the Plan (BPER Shares and, more generally, the economic content of the Plan). In the presence of these events, the Board of Directors, having heard the opinion of the Remuneration Committee, resolves on the adjustment of the Plan in order to maintain its economic content unchanged using the adjustment method applied by Borsa Italiana⁸.
Any revisions of the Plan implementation criteria in the event of exceptional circumstances and if functional to the long-term interests of the BPER Group are considered temporary exceptions and, where the conditions are met, are managed according to the specific provisions contained in the Group Remuneration Policy in force at any given time. Any non-temporary revisions are assessed by BPER’s Remuneration Committee and submitted to the Shareholders’ Meeting for approval, following a prior resolution of the Board of Directors of the Parent Company.
3.4. Description of the procedure for determining the availability and assignment of the financial instruments underlying the Plan
The Shares attributable to the Beneficiaries will derive, in whole or in part:
- from the treasury Shares that BPER Banca may purchase and dispose of in execution of specific authorisations by the Shareholders’ Meeting, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, subject to a specific authorisation being issued by the Supervisory Authority pursuant to Articles 77 a) and 78 of Regulation (EU) No. 575/2013;
- from newly-issued Shares via a free-of-charge share capital increase (bonus issue), by vesting the Board of Directors with delegated executive powers.
Any proposal on this matter shall be submitted at any given time to the Shareholders’ Meeting on the basis of the Shares needed to service the Plan according to the convenience assessment that will be carried out by the Board of Directors, without prejudice to the need to obtain the necessary supervisory authorisations.
For the various up-front and deferred allocated shares, the “sell to cover” option exists (i.e. the sale of the securities necessary to fulfil any tax and social security contribution obligations generated by the delivery of the securities subject to retention).
The value adopted as a reference for the purposes of calculating the number of BPER Shares to be assigned to each Beneficiary is defined as the arithmetic mean of the official prices of BPER ordinary shares recorded in the 30 days prior to the date of the BPER’s Board of Directors’ meeting called to approve the Group’s consolidated results as at 31 December 2026.
8 The adjustment is based on the TERP (Theoretical ex-rights price) adjustment factor, as defined by Borsa Italiana following a dilution event.
BPER Group
Information Document MBO 2026
- Approval process and timing for the assignment of instruments
If the (complete or partial) allocation of Shares to service the 2026 MBO is not possible, an equal amount of money may be awarded to the Recipients, to be determined by multiplying the number of Shares to be allocated by the arithmetic average of the official market prices of BPER ordinary Shares recorded in the 30 days prior to the date of BPER's Board of Directors meeting called to approve the results for the year prior to the actual payout (with deposit into the securities account).
3.5. Role played by each Director in determining the characteristics of the Plan; any conflicts of interest involving the Directors concerned
For the purposes of defining the proposal for the Shareholders' Meeting, the Board of Directors, after hearing the opinion of BPER's Remuneration Committee, identified the essential issues of the Remuneration Policy as well as the criteria relating to the determination of the instruments to be allocated to Group employees. Since the Beneficiaries of this Plan include the Chief Executive Officer, he abstained from the Board decision on the proposal concerned.
3.6. As required by Article 84-bis, paragraph 1, the date of the decision taken by the competent body to propose the approval of the Plan to the Shareholders' meeting and of any proposal made by the Remuneration Committee
BPER's Remuneration Committee met on 10 March 2026 to examine the Information Document relating to the 2026 MBO Plan and decided to present the proposal to the Board of Directors which, on 11 March 2026, resolved to submit the Plan for the approval of the Shareholders' Meeting of 23 April 2026.
3.7. As required by Article 84-bis, paragraph 5 a), the date of the decision taken by the competent body regarding the allocation of instruments and of any proposal made to the aforementioned body by the Remuneration Committee
The Shareholders' Meeting for the approval of the 2026 MBO Plan is convened on 23 April 2026 in one call. The allocation of the instruments will take place as of 2027, following the verification of the achievement of the 2026 results in terms of Entry gates, Bonus pool and individual performances. Therefore, the allocation date is not available yet.
Since the total number of BPER Shares derives from the amount of the Bonus allocated and the average share price established in the period prior to the date of the Board of Directors' meeting called to approve the Group's consolidated results, it is not possible to determine ex ante the total number of BPER Shares that will be allocated.
The values adopted as a reference for the purposes of calculating the number of BPER Shares due to each Beneficiary are defined as the arithmetic average of the official prices of BPER ordinary shares recorded in the 30 days prior to the date of the BPER's Board of Directors meeting called to approve the Group's consolidated results as at 31 December 2026.
For the purposes of determining the number of BPER Shares to be assigned as part of the remuneration to be paid out to Material Risk Takers in case of early termination of the employment relationship by way of severance, the calculation of the number of Shares due to each Beneficiary is defined as follows:
for personnel within the decision-making remit of the Board of Directors, on the basis of the arithmetic average of the official market prices of BPER Ordinary Shares recorded in the entire month prior to the Board of Directors' meeting, which resolved upon the early termination and approved the related remuneration;
for personnel outside the remit of the Board of Directors,
in the event of termination of the employment relationship during the first six months of the year, based on the arithmetic average of the official market prices of BPER Ordinary Shares recorded in December of the previous year;in the event of termination of the employment relationship during the second six months of the year (or subsequent months and, in any case, by the end of the year), based on the arithmetic average of the official market prices of BPER Ordinary Shares recorded in June of that year.
For the purposes of determining the number of Shares to be paid out by way of remuneration linked to the personnel remaining in the company (e.g. retention bonus) or onboarding the company (e.g. welcome bonus), the reference price to be applied is defined as the arithmetic average of the official prices of BPER Ordinary Shares recorded in the 30 days prior to the last day of the retention period, or when similar conditions occur. With reference to the buy-out mechanism during the resource attraction phase, the reference price to be applied is defined as the arithmetic average of the official prices of BPER ordinary Share in the month prior to the allocation month.
- Approval process and timing for the assignment of instruments
CERTIFIED
3.8. Market price recorded on the above dates for the financial instruments underlying the Plan, if traded on regulated markets
At the time of the Remuneration Committee's meeting held on 10 March 2026, during which it expressed its favourable opinion on the 2026 MBO Plan, the stock market value was Euro 11,2702.
At the time of the Board of Directors' meeting held on 11 March 2026, when the BoD resolved to submit to the Shareholders' Meeting of 23 April 2026 the approval of the 2026 MBO Plan, the stock market value was Euro 11,3544.
3.9. In the event of Plans based on financial instruments traded on regulated markets, the deadlines and procedures considered by the issuer, when establishing the timing of the assignment of the instruments under the Plan, for dealing with the possible overlap in the timing of:
i. the assignment or any related decisions taken by the Remuneration Committee on the matter, and
ii. the dissemination of any significant information pursuant to Article 17 of Regulation (EU) No. 596/2014, for example, if that information:
a) has not yet been made public and might positively influence market prices,
or
b) has already been published and might adversely impact market prices.
On implementation of the Plan, the market will be informed to the extent required by the current regulations and laws in force.
Certain Recipients are subject to the internal dealing obligations under Regulation (EU) 596/2014 of 16 April 2014 (and the related implementing provisions), the Consolidated Law on Finance and Consob's Issuers Regulation. Such subjects are thus required, if the conditions set forth in the aforementioned legislation are met, to promptly provide information to the market concerning relevant transactions – pursuant to the above regulations – involving the Shares.
In addition to the foregoing, the Recipients are required to comply with the provisions concerning the abuse of privileged information contained in the aforementioned Regulation (EU) 596/2014 and the provisions of the "Code for the treatment of privileged information" to which reference should be made.
BPER Group
Information Document MBO 2026
- Characteristics of the instruments allocated
CERTIFIED
Oo
4. CHARACTERISTICS OF THE INSTRUMENTS ALLOCATED
4.1. Description of how the Compensation Plan based on financial instruments is structured
Subject to its activation conditions, the Plan envisages the free-of-charge and personal allocation of a certain number of BPER ordinary Shares.
4.2. Indication of the actual period of implementation of the Plan including with reference to any different cycles envisaged
The implementation period for the Plan runs from 2027 (year in which the results for 2026 are recorded) to 2033 (taking into account the retention period of the last portion of deferred Shares).
Only with reference to the payout of the portion in financial instruments under any severance agreements, retention bonuses, or entry bonuses defined in 2026, the implementation is understood to be starting from 2026.
4.3. End of the Plan
This Plan will end in 2033 (taking into account the retention period of the last portion of deferred Shares).
4.4. Maximum number of financial instruments allocated, including in the form of options, in each fiscal year to the named persons or to the categories indicated
There is no maximum number of BPER Shares to be allocated, as this depends on the reference price of the BPER share (determined according to the methods outlined above).
The number of Shares is calculated using the following formula:
$$
\text{No. of BPER Shares} = \frac{\text{BONUS}}{\text{Reference price of BPER Shares}}
$$
With regard to the numerator, reference is made exclusively to the portion of the Bonus to be paid out in financial instruments according to the criteria established in Section 2.3. The reference price of the BPER Shares in the denominator is calculated according to the methods described in Sections 3.4 and 3.7.
4.5. Methods and clauses for implementation of the Plan, specifying whether the actual assignment of the instruments is contingent upon certain conditions or the achievement of certain results or performance levels; description of these conditions and results
The allocation of variable remuneration is envisaged on condition that the BPER Group achieves operating and financial objectives established ex ante (Entry gates), linked to the following parameters aimed at ensuring the maintenance of adequate income and capital standards:
- Consolidated Common Equity Tier 1 Ratio (CET1) > RAF Tolerance;
- Consolidated Liquidity Coverage Ratio (LCR) > RAF Capacity;
- Consolidated Net Stable Funding Ratio (NSFR) > RAF Tolerance;
- Consolidated Return On Risk-Weighted Assets (RORWA) $^{9} > 50\%$ RAF Tolerance.
9 This Entry Gate does not apply to Company's Control Functions
BPER Group
Information Document MBO 2026
- Characteristics of the instruments allocated
CERTIFIED
Once the Entry gates are exceeded, the amount of Bonus paid is correlated to the individual performance of each Beneficiary of the Plan, who is individually assessed on the basis of economic-financial and/or qualitative indicators defined in accordance with the Group Remuneration Policy in force.
Following the performance measurement and compliance breach checks, the actual quantification of the accrued bonus is further subject to the assessment of risk adjustment-related parameters and derived from the parameters contained within the Risk Appetite Framework (RAF adjustments).
With regard to the variable remuneration component assigned through recourse to BPER Shares and deferred over time, the Plan envisages that it be allocated in equal portions in the years following the year of allocation of the Bonus (without prejudice to a one-year retention period starting from the vesting date of each deferred portion), subject to passing the Entry gates established for the previous year.
4.6. Indication of any restrictions on the availability of the financial instruments allocated or arising from the exercise of the options, with particular reference to the deadlines by which their transfer to the company or to third parties is allowed or forbidden
The Plan provides for a one-year retention period (period of unavailability) of the BPER Shares for both the up-front portion and the portions deferred over time.
In the event of extraordinary capital transactions that provide for the exercise of option rights and/or extraordinary dividend distributions, the Board of Directors of the Parent Company may make subsequent changes to the shares vested but not yet available to the Recipients.
4.7. Description of any termination conditions in relation to the plans should Beneficiaries arrange hedges that neutralise any restrictions on sale of the financial instruments assigned, including in the form of options, or of the financial instruments arising from the exercise of those options
In line with the provisions of the Remuneration Policy, the BPER Group has prohibited its employees from making use of personal hedging strategies or insurance coverage in relation to their remuneration or other aspects thereof that might alter or invalidate the effects of alignment to the risk inherent in the remuneration mechanisms.
In the event of a breach of the above ban by a Recipient, the Board of Directors may decide whether to adopt the most appropriate measures, including the Recipient's forfeiture of the right to receive any Shares.
4.8. Description of the effects caused by termination of the employment relationship
Recipients shall only be entitled to receive their accrued bonus if they hold their position or role at the end of the vesting period, and at the time of payment, without prejudice to the Board of Directors' right to evaluate any exceptions to this rule. Any bonuses shall be awarded on a pro-rata temporis basis.
The Plan envisages good and bad leadership clauses that apply on termination of the employment relationship and/or position before the end of the Vesting Period and during the subsequent deferral and/or retention period. In particular, without prejudice to any more detailed rules envisaged in the Plan regulation and in any case unless the Board determines otherwise:
- upon termination of the employment relationship or position prior to the end of the vesting period due to (a) early termination by mutual consent, (b) termination by natural expiration of the relationship (c) termination of the relationship on reaching pensionable age or qualifying for special support from the sector solidarity fund or (d) on death or inability to work (good leaver), Recipients will maintain all rights under the Plan albeit on a time-apportioned basis or, if termination occurs after the vesting period, with reference to the deferred or retained portions; and
- in all cases of termination of the relationship or position other than the above (bad leaver), Recipients will lose all rights under the Plan, including any deferred and/or retained portions still unpaid and will not be entitled to receive any compensation or indemnity for whatsoever reason from the Bank.
BPER Group
Information Document MBO 2026
- Characteristics of the instruments allocated
CERTIFIED
4.9. Indication of any other grounds for termination of the Plan
Subject to the provisions of the foregoing paragraphs, the Plan does not envisage grounds for termination. The malus and claw-back mechanisms may apply under certain circumstances, as described in the BPER Banca Group's 2026 Remuneration Policy, and in line with the regulatory framework in force.
4.10. Reasons for any "redemption" by the company of the financial instruments covered by the plans, pursuant to Article 2357 et seq. of the Italian Civil Code; the Beneficiaries of the redemption, indicating whether this only applies to specific employee categories; impact of termination of the working relationship on the redemption
Not applicable
4.11. Any loans or other benefits intended to be provided for the purchase of shares pursuant to Article 2358 of the Italian Civil Code
Not applicable
4.12. Assessment of the charge expected for the company on the assignment date, determined with reference to the terms and conditions already established, both in total amount and for each Plan instrument
In accordance with the previous Section 3.7 of this document, it is not possible to determine the total amount of the Plan.
4.13. Indication of any capital dilution triggered by the Plan
The Plan is generally based on the repurchase of BPER ordinary shares on the market and therefore there are no dilutive effects on capital. If a free-of-charge capital increase (bonus issue) is opted for, should the maximum level of performance be achieved and assuming the reference price to be the same as the price reported in the application for authorisation to purchase Shares submitted to the ECB on 18 December 2025, the increase in the share capital of the Company - expressed in terms of number of Shares - would be 0.05%.
4.14. Any limits on the exercise of voting rights and the allocation of equity rights
Not applicable as there are no limits.
4.15. If the shares are not traded on regulated markets, provide any useful information for a proper assessment of the value attributable to them
Not applicable.
Paragraphs 16 to 22 of Chapter 4 of Schedule No. 7 of Annex 3A of the Issuers' Regulation are not applicable, as the Group Remuneration Systems do not provide for the granting of options.
4.23. Criteria for the adjustments made necessary as a result of extraordinary capital transactions and other operations that may change the number of underlying instruments (capital increases, extraordinary dividends, stock split and reverse stock split of the underlying shares, mergers and spin-offs, conversion of shares from one class to another, etc.)
Please refer to Paragraph 3.3.
BPER Group
Information Document MBO 2026
- Characteristics of the instruments allocated
CERTIFIED
^{}[]
Any relevant information, additional to that provided in this Information Document and not available at the time of its approval, will be provided according to the terms and deadlines envisaged and in compliance with current legislation.
The table in Schedule No. 7 of Annex 3A of the Issuers' Regulation is attached.
Modena, 11 March 2026
BPER Banca S.p.A.
The Chair
Fabio Cerchiai
BPER Group
Information Document MBO 2026
Teleborsa disluffa
3
emarkets
2011
2011
TABLES
Tabler
CERTIFIED
COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS
Table No. 1 of Schedule 7 in Annex 3A of CONSOB Issuers' Regulation
Date 11 March 2026
The number of BPER Banca shares linked to 2025 performance is estimated with reference to pre-closing data and is subject to change when the final information becomes available. This does not affect or limit the application of the malus and claw-back arrangements or the relevant rights of the Bank, which reserves absolute discretion in this regard.
| Name and surname or category | Position (to be specified only for the persons referred to by name) | TABLE 1 | ||||||
|---|---|---|---|---|---|---|---|---|
| Financial instruments other than stock options | ||||||||
| Section 1 | ||||||||
| Date of the related Shareholders' Meeting resolution | Type of financial instruments | Number of financial instruments assigned | Date of assignment (E) | Purchase price of instruments | Market price at time of grant (E) | Vesting period | ||
| Papa Gianni Franco | Chief Executive Officer | 19 April 2024 | BPER Banca shares | 66,563 | 12 March 2025 | 5.98 € | 6.47 € | 1) |
| 18 April 2025 | BPER Banca shares | 100,880 | 11 March 2026 | 10.45 € | 11.96 € | 2) | ||
| Notes: | ||||||||
| Greco Fabrizio (A) | Chief Executive Officer of Banca Cesare Ponti | 21 April 2021 | BPER Banca shares | 6,038 | 10 March 2022 | 1.79 € | 1.91 € | 3) |
| 20 April 2023 | BPER Banca shares | 26,101 | 06 March 2024 | 3.92 € | 3.28 € | 4) | ||
| 18 April 2024 | BPER Banca shares | 18,943 | 26 March 2025 | 5.98 € | 6.47 € | 1) | ||
| 17 April 2025 | BPER Banca shares | 18,762 | 11 March 2026 | 10.45 € | 11.96 € | 5) | ||
| Notes: | ||||||||
| Sonnino Elvio (B) | Managing Director of Banca Popolare di Sondrio | 21 April 2021 | BPER Banca shares | 6,413 | 10 March 2022 | 1.79 € | 1.91 € | 6) |
| 20 April 2022 | BPER Banca shares | 22,044 | 09 March 2023 | 1.92 € | 2.33 € | 7) | ||
| 20 April 2023 | BPER Banca shares | 25,852 | 06 March 2024 | 3.92 € | 3.28 € | 4) | ||
| 18 April 2024 | BPER Banca shares | 24,494 | 12 March 2025 | 5.98 € | 6.47 € | 1) | ||
| 18 April 2025 | BPER Banca shares | 31,600 | 11 March 2026 | 10.45 € | 11.96 € | 2) | ||
| Notes: | ||||||||
| Maschio Mauro | Banco di Sardegna General Manager | 15 April 2024 | BPER Banca shares | 1,171 | 04 April 2025 | 5.98 € | 6.47 € | 8) |
| 11 April 2025 | BPER Banca shares | 18,831 | 11 March 2026 | 10.45 € | 11.96 € | 5) | ||
| Notes: | ||||||||
| Rossi Diego | Bibanca General Manager | 15 April 2021 | BPER Banca shares | 2,022 | 10 March 2022 | 1.79 € | 1.91 € | 3) |
| 06 April 2022 | BPER Banca shares | 4,350 | 30 March 2023 | 1.92 € | 2.33 € | 9) | ||
| 05 April 2023 | BPER Banca shares | 5,736 | 06 March 2024 | 3.92 € | 3.28 € | 10) | ||
| 16 April 2024 | BPER Banca shares | 7,699 | 28 March 2025 | 5.98 € | 6.47 € | 12) | ||
| 30 April 2025 | BPER Banca shares | 9,453 | 11 March 2026 | 10.45 € | 11.96 € | 5) | ||
| Notes: |
BPER Group
Information Document MBO 2026
Tabler
CERTIFIED
| Name and surname or category | Position (to be specified only for the persons referred to by name) | TABLE 1 | ||||||
|---|---|---|---|---|---|---|---|---|
| Financial instruments other than stock options | ||||||||
| Section 1 | ||||||||
| Date of the related Shareholders' Meeting resolution | Type of financial instruments | Number of financial instruments assigned | Date of assignment (E) | Purchase price of instruments | Market price at time of grant (E) | Vesting period | ||
| Bigarelli Matteo | BPER Factor General Manager | 21 April 2021 | BPER Banca shares | 5,527 | 10 March 2022 | 1.79 € | 1.91 € | 6) |
| 20 April 2022 | BPER Banca shares | 5,269 | 09 March 2023 | 1.92 € | 2.33 € | 9) | ||
| 29 March 2023 | BPER Banca shares | 9,377 | 22 March 2024 | 3.92 € | 3.28 € | 4) | ||
| 18 April 2024 | BPER Banca shares | 8,655 | 27 March 2025 | 5.98 € | 6.47 € | 1) | ||
| 17 April 2025 | BPER Banca shares | 8,978 | 11 March 2026 | 10.45 € | 11.96 € | 5) | ||
| Notes: | ||||||||
| Sibilla Giuseppe (D) | Sardaleasing General Manager | 21 April 2021 | BPER Banca shares | 2,044 | 10 March 2022 | 1.79 € | 1.91 € | 3) |
| 20 April 2022 | BPER Banca shares | 4,138 | 9 March 2023 | 1.92 € | 2.33 € | 11) | ||
| 26 April 2023 | BPER Banca shares | 5,306 | 6 March 2024 | 3.92 € | 3.28 € | 4) | ||
| 19 April 2024 | BPER Banca shares | 7,321 | 12 March 2025 | 5.98 € | 6.47 € | 1) | ||
| 18 April 2025 | BPER Banca shares | 6,807 | 11 March 2026 | 10.45 € | 11.96 € | 5) | ||
| Notes: | ||||||||
| Grimaldi Fulvio | Finitalia General Manager | 09 April 2021 | BPER Banca shares | 1,338 | 29 April 2022 | 1.79 € | 1.91 € | 3) |
| 11 April 2022 | BPER Banca shares | 3,403 | 27 March 2023 | 1.92 € | 2.33 € | 9) | ||
| 14 April 2023 | BPER Banca shares | 3,856 | 29 March 2024 | 3.92 € | 3.28 € | 10) | ||
| 18 April 2024 | BPER Banca shares | 4,813 | 31 March 2025 | 5.98 € | 6.47 € | 12) | ||
| 14 April 2025 | BPER Banca shares | 3,931 | 11 March 2026 | 10.45 € | 11.96 € | 17) | ||
| Notes: | ||||||||
| 11 BPER Banca Executives with Strategic Responsibilities (C) | 21 April 2021 | BPER Banca shares | 3,185 | 10 March 2022 | 1.79 € | 1.91 € | 13) | |
| 20 April 2022 | BPER Banca shares | 28,083 | 09 March 2023 | 1.92 € | 2.33 € | 14) | ||
| 26 April 2023 | BPER Banca shares | 47,510 | 06 March 2024 | 3.92 € | 3.28 € | 4) | ||
| 19 April 2024 | BPER Banca shares | 59,582 | 12 March 2025 | 5.98 € | 6.47 € | 15) | ||
| 18 April 2025 | BPER Banca shares | 114,879 | 11 March 2026 | 10.45 € | 11.96 € | 5) | ||
| Notes: | ||||||||
| 53 other BPER Banca employees or contract workers for whom the Plan envisages different features | 21 April 2021 | BPER Banca shares | 7,598 | 10 March 2022 | 1.79 € | 1.91 € | 13) | |
| 20 April 2022 | BPER Banca shares | 38,335 | 09 March 2023 | 1.92 € | 2.33 € | 16) | ||
| 26 April 2023 | BPER Banca shares | 95,281 | 06 March 2024 | 3.92 € | 3.28 € | 10) | ||
| 19 April 2024 | BPER Banca shares | 138,905 | 04 April 2025 | 5.98 € | 6.47 € | 8) | ||
| 18 April 2025 | BPER Banca shares | 212,791 | 11 March 2026 | 10.45 € | 11.96 € | 17) |
Notes:
BPER Group
Information Document MBO 2026
Tablet
CERTIFIED
| Name and surname or category | Position (to be specified only for the persons referred to by name) | TABLE 1 | ||||||
|---|---|---|---|---|---|---|---|---|
| Financial instruments other than stock options | ||||||||
| Section 1 | ||||||||
| Date of the related Shareholders' Meeting resolution | Type of financial instruments | Number of financial instruments assigned | Date of assignment (E) | Purchase price of instruments | Market price at time of grant (E) | Vesting period | ||
| 3 other Banco di Sardegna employees or contract workers for whom the Plan envisages different features | 16 April 2021 | BPER Banca shares | 1,195 | 10 March 2022 | 1.79 € | 1.91 € | 13) | |
| 15-Apr-22 | BPER Banca shares | 4,792 | 02 May 2023 | 1.92 € | 2.33 € | 9) | ||
| 20 April 2023 | BPER Banca shares | 1,989 | 27 March 2024 | 3.92 € | 3.28 € | 10) | ||
| 15 April 2024 | BPER Banca shares | 6,731 | 04 April 2025 | 5.98 € | 6.47 € | 8) | ||
| 11 April 2025 | BPER Banca shares | 9,994 | 11 March 2026 | 10.45 € | 11.96 € | 17) | ||
| Notes: | ||||||||
| 2 other BPER Banca employees or contract workers of Bibanca for whom the Plan envisages different features | 30 April 2025 | BPER Banca shares | 4,197 | 11 March 2026 | 10.45 € | 11.96 € | 17) | |
| Notes: | ||||||||
| 3 other Banca Cesare Ponti employees or contract workers for whom the Plan envisages different features (D) | 20 April 2022 | BPER Banca shares | 3,406 | 09 March 2023 | 1.92 € | 2.33 € | 16) | |
| 26 April 2023 | BPER Banca shares | 3,394 | 06 March 2024 | 3.92 € | 3.28 € | 10) | ||
| 18 April 2024 | BPER Banca shares | 12,489 | 26 March 2025 | 5.98 € | 6.47 € | 8) | ||
| 17 April 2025 | BPER Banca shares | 11,158 | 11 March 2026 | 10.45 € | 11.96 € | 17) |
Notes:
The table does not include the bonus portions for the 29 persons who are no longer employed.
(A) Resource who is also an executive with strategic responsibilities in BPER Banca. The financial instruments associated with that position are also reported. For years prior to 2024, the date of the shareholders' meeting resolution of BPER Banca is reported.
(B) Financial instruments allocated in prior years and associated with the position held in BPER Banca are also indicated.
(C) Also indicated are financial instruments assigned in previous years referring to bonuses associated with positions that did not fall within the scope of Executives with Strategic Responsibilities before 2023.
(D) Financial instruments allocated in prior years and associated with the position held in BPER Banca are also indicated: in these cases, the date of the Shareholders' Meetings resolution of BPER Banca is indicated.
(E) The table indicates the date of the Board of Directors' meeting that determines the awardability of bonuses to MRTs. In accordance with the provisions of Section 4.9 of this Document, with respect to "assigned financial instruments", the application of malus and claw-back mechanisms remains in effect when the circumstances set forth in the Compensation Policy and applicable regulations arise.
1. Bonus of which one portion (36.36%) is assigned up-front and is subject to a one-year retention period from the allocation date, and another portion (63.64%) is allocated in equal annual instalments over the five years following the year of allocation. The first portion passed the vesting period, will be allocated in 2026 and is subject to a one-year retention period, whereas the other portions are subject to both one-year vesting and retention periods
2. Bonus of which one portion (36.36%) is assigned up-front and is subject to a one-year retention period from the allocation date, and another portion (63.64%) is allocated in equal annual instalments over the five years following the year of allocation.
3. Bonus of which one portion (60%) allocated up-front is subject to a one-year retention period from the allocation date and was paid in 2022, partly (40%) granted in equal annual instalments in the four years following the year of allocation. The first portion passed the vesting period and the retention period (2023 allocation), the second portion passed the vesting period and the retention period (2024 allocation), the third portion passed the vesting period and the retention period (2025 allocation), the fourth portion passed the vesting period and is subject to one-year retention (2026 allocation), the fifth portion is subject to one-year vesting and retention periods
4. Bonus of which one portion (45.5%) is allocated up-front was allocated in 2024 and is subject to a one-year retention period from the allocation date, and another portion (54.5%) is allocated in equal annual instalments over the five years following the year of allocation. The first portion passed the vesting period, the one-year retention period, and was allocated in 2025. The second portion passed the vesting period and the retention period and will be allocated in 2026. The other portions are subject to both one-year vesting and retention periods
5. Bonus of which one portion (45.5%) is allocated up-front and is subject to a one-year retention period from the allocation date, and another portion (54.5%) is allocated in equal annual instalments over the five years following the year of allocation
6. Bonus of which one part (45.5%) allocated up-front, passed the one-year retention period and was paid out in 2022. The remainder (54.5%) is granted in equal annual instalments in the five years following the year of allocation. The first, second and third portions passed the one-year vesting period, the one-year retention period, and were allocated in 2023, 2024 and 2025 respectively. The fourth portion passed the vesting period, the retention period, and will be allocated in 2026. The fifth portion passed the one-year vesting period and is subject to a one-year retention period.
BPER Group
Information Document MBO 2026
Tabler
CERTIFIED
-
Bonus of which one part (45.5%) is allocated up-front and is subject to a one-year retention period from the allocation date and was paid out in 2023, and another part (54.5%) is granted in equal annual instalments in the five years following the year of allocation. The first portion passed the vesting period and the retention period (2024 allocation), the second portion passed the vesting period and the retention period (2025 allocation), the third portion passed the vesting period and is subject to one-year retention (2026 allocation), the other portions are subject to one-year vesting and retention periods.
-
Bonus of which one part (60%) allocated up-front is subject to a one-year retention period from the allocation date, and another part (40%) is granted in equal annual instalments over the four years following the year of allocation. In case the bonus is higher than the particularly high amount, the up-front portion is 40%, while the deferred portion is 60%. The first portion passed the vesting period, will be allocated in 2026 and is subject to a one-year retention period, whereas the other portions are subject to both one-year vesting and retention periods.
-
Bonus of which one part (60%) allocated up-front is subject to a one-year retention period from the allocation date, and another part (40%) is granted in equal annual instalments over the four years following the year of allocation. The first portion passed the one-year vesting and retention period (2024 allocation), the second portion passed the one-year vesting and retention period (2025 allocation), the third portion passed the vesting period, it will be allocated in 2026 and is subject to one-year retention period, the fourth portion is subject to one-year vesting and retention periods.
-
Bonus of which one part (60%) allocated up-front is subject to a one-year retention period from the allocation date, and another part (40%) is granted in equal annual instalments over the four years following the year of allocation. The first portion passed the one-year vesting and retention period (2025 allocation), the second portion passed the vesting period, it will be allocated in 2026 and is subject to a one-year retention period, the other portions are subject to both one-year vesting and retention periods.
-
Bonus of which one part (45.5%) is allocated up-front and is subject to a one-year retention period from the allocation date and was paid out in 2023, and another part (54.5%) is granted in equal annual instalments in the five years following the year of allocation. The first and second portions passed the vesting and retention periods, and were allocated in 2024 and 2025, respectively. The third portion passed the vesting period and is subject to a one-year retention period (2026 allocation), the other portions are subject to both one-year vesting and retention periods.
-
Bonus of which one part (60%) allocated up-front is subject to a one-year retention period from the allocation date, and another part (40%) is granted in equal annual instalments over the four years following the year of allocation. The first portion passed the vesting period, will be allocated in 2026 and is subject to a one-year retention period, whereas the other portions are subject to both one-year vesting and retention periods.
-
Bonus of which one portion (60%) allocated up-front is subject to a one-year retention period from the allocation date and was paid in 2022, partly (40%) granted in equal annual instalments in the four years following the year of allocation. The first portion passed the one-year vesting and retention periods (2023 allocation). The second portion passed the one-year vesting period and retention period (2024 allocation). The third portion passed the one-year vesting and retention period (2025 allocation), the fourth portion passed the vesting period, it will be allocated in 2026 and is subject to a one-year retention period. For top managers: Bonus of which one part (45.5%) is allocated up-front and is subject to a one-year retention period from the allocation date and was paid out in 2022, and another part (54.5%) is granted in equal annual instalments in the five years following the year of allocation. The first, second and third portions passed the one-year vesting and retention periods. The fourth portion passed the vesting period, will be allocated in 2026 and is subject to a one-year retention period.
-
Bonus of which one part (54.5%) is assigned in equal annual instalments over the five years following the allocation. The first portion passed the one-year vesting and retention periods (2024 allocation). The second portion passed the one-year vesting period and retention period (2025 allocation). The third portion passed the vesting period, will be allocated in 2026 and is subject to a one-year retention period, whereas the other portions are subject to both one-year vesting and retention periods.
-
Bonus of which one part (45.5%) is assigned up-front and is subject to a one-year retention period from the allocation date, and another portion (54.5%) is allocated in equal annual instalments over the five years following the year of allocation. In case the bonus is higher than the particularly high amount, the up-front portion is 36.36% while the deferred portion is 63.64%. The first portion passed the vesting period, will be allocated in 2026 and is subject to a one-year retention period, the other portions are subject to both one-year vesting and retention periods.
-
Bonus of which one part (60%) allocated up-front in 2023 and subject to a one-year retention period from the allocation date, one part (40%) allocated in equal annual instalments in the four years following the year of allocation. The first portion passed the one-year vesting and retention periods (2024 allocation). The second portion passed the one-year vesting and retention period (2025 allocation), the third portion passed the vesting period, it will be allocated in 2026 and is subject to a one-year retention period. The fourth portion is subject to both one-year vesting and retention periods.
-
Bonus of which one part (60%) allocated up-front is subject to a one-year retention period from the allocation date and will be paid in 2026, partly (40%) granted in equal annual instalments in the four years following the year of allocation.
BPER Group
Information Document MBO 2026
13
Tabler
CERTIFIED
date 11 March 2026
| Name and surname or category | Position
(to be specified only for the persons referred to by name) | TABLE 1
Financial instruments other than stock options |
| --- | --- | --- |
| Section 2
Newly-allocated instruments based on the decision:
of the Board of Directors proposal for the Shareholders' Meeting of 23 April 2026 |
| Date of the related Shareholders' Meeting resolution | Type of financial instruments | Number of financial instruments assigned | Date of assignment | Purchase price of instruments | Market price at time of grant | Vesting period |
| Not available | | BPER shares | | | | | |
| Notes: In accordance with the provisions of para. 1 et seq., the Bank identifies as Recipients only the persons who, in accordance with the ex-post performance assessment, have been allocated a bonus higher than a specific minimum amount defined by the Board of Directors of the Parent Company. Therefore, it is not possible to state ex ante the names of the persons that will substantially have access to the Plan. |
BPER Group
Information Document MBO 2026
emarket
de
CERTIFIED
Definizioni
DEFINITIONS
For the purposes of this document, the terms indicated below have the following meaning - without prejudice to any prevailing official bank documents or regulatory guidance:
| Shareholders' Meeting | The Shareholders' Meeting of the Bank |
|---|---|
| Shares | The Ordinary Shares of BPER listed on the Italian stock exchange managed by Borsa Italiana |
| Recipients or Beneficiaries | Persons to whom the bonuses will be awarded once the conditions envisaged by the Remuneration Policy have been met |
| Vested Bonus or Bonus | Bonus that constitutes a variable part of the remuneration based on the rules defined in the Remuneration Policy of the BPER Group |
| Bonus pool | Overall allocation of funds for incentive schemes |
| Target bonuses or bonus opportunities | Theoretical bonus which corresponds to the amount paid in the event of full achievement of the results |
| BPER or Issuer or Bank | BPER Banca S.p.A. (hereinafter also referred to as the "Bank", or "BPER" or the "Parent Company") |
| Claw-back | Mechanism that envisages the return of a bonus if it has already been paid out or if it has already vested but is still subject to a retention period |
| Remuneration Committee | The Remuneration Committee of the Bank |
| Common Equity Tier 1 Ratio (CET1) | Capital adequacy indicator defined from a regulatory perspective as the ratio of Tier 1 Capital (Common Equity Tier 1) to RWAs |
| Board of Directors | The Board of Directors of the Bank |
| Date of Allocation/Payout | Date on which the equity component of the bonus is deposited into the Recipient's securities account, unless otherwise specified |
| Deferral | Period between vesting of the bonus (which, conventionally, coincides with the payout date of the up-front portion) and the time of allocation of the deferred portions |
| Executives with Strategic Responsibilities (ESRs) | Persons who have power and responsibility, directly or indirectly, for planning, managing and controlling the Bank's assets, including its directors (whether executive or not). At the date of preparation of this Document, the scope comprises Directors, Statutory Auditors, members of the General Management (General Manager, where appointed, and Deputy General Managers), C-Level personnel that make up the Executive Management Committee and the "Manager responsible for preparing the company's financial reports" of the Parent Company |
| Entry Gates (access conditions) | Minimum parameters (equity, profitability and liquidity) for which, if exceeded, a performance evaluation and possible awarding of the bonus is expected10 |
| ESG | An acronym that refers to environmental sustainability, social development and corporate governance |
| Corporate Control Functions | For the purposes of this document, it means the Heads of the Company's Control Functions (compliance, risk control, internal audit, anti-money laundering, ICT risk control and security functions and validation), as defined by the banking regulations and the staff operating in their reporting units |
| BPER Banca Group or BPER Group | BPER Banca and its direct and indirect subsidiaries pursuant to current legislation |
| Hedging | In this specific context, this refers to strategies for hedging or ensuring the actual amount of remuneration against adverse changes in the market price of the shares concerned |
| Particularly High Amount (bonus) | A bonus amount higher than the threshold - calculated on the basis of the provisions of Bank of Italy Circular No. 285 - and specifically referred to in the Bank's remuneration policies |
| Key Performance Indicators (KPIs) | Economic, financial and sustainability indicators that contribute to determining the bonus |
| Liquidity Coverage Ratio (LCR) | Indicator defined as ratio of the stock of high-quality liquid assets to net outflows, under stress conditions in the 30 calendar days after the reporting date |
| Malus Clause | Ex-post adjustment mechanisms, based on which vested bonuses can be reduced to zero |
| Material Risk Takers (MRTs) | Group personnel whose professional activities have or could have a significant impact on the Bank's risk profile, as defined in the Remuneration Policy of the BPER Group (hereinafter also referred to as Material Risk Takers) |
| Top Management Material Risk Takers (MRTs) | Amministratore Delegato e Direttori Generali delle "unità operative rilevanti con RWA > del 2%11), For BPER Banca also the DGMs and Executives with Strategic Responsibilities |
| Net Stable Funding Ratio (NSFR) | Structural liquidity indicator defined as the ratio between the Available Stable Funding (ASF) and the Required Stable Funding (RSF) |
| Retention Period | Period between the moment in which the bonus is allocated in financial instruments (loading of the shares on the securities account) and the moment when said bonus is actually available to the Beneficiary |
| Vesting period or performance period | Period of time during which a Beneficiary's right under an incentive plan is gradually vested |
| Personnel | Members of the bodies with functions of strategic supervision, management and control, employees and contract staff of the Bank |
BPER Group
Information Document MBO 2026
emarket
ExiRr 1
ExiRr 1
ExiRr 1
ExiRr 1
ExiRr 1
Definition
ExiRr 1
| 2026 MBO Plan (or Short-Term Incentive Plan) | The Compensation Plan paid in cash and financial instruments (where applicable) relating to the year 2026 |
|---|---|
| Business Plan or Strategic Plan | 2024-2027 Strategic Plan “B:Dynamic - Full Value 2027”, approved by the Board of Directors on 9 October 2024 and communicated to the market on 10 October 2024 |
| The Issuers' Regulation | Regulation adopted by CONSOB resolution No. 11971 of 14 May 1999 and subsequent amendments and additions |
| Return on Risk-Weighted Assets (RORWA)12 | Ratio of profit (loss) before tax, including non-controlling interests, to total risk-weighted assets |
| Risk Appetite Framework (RAF) | Guidance document for the Group's Internal Control System to steer the synergistic governance of planning, control and risk management. The RAF is the frame of reference that, in line with the maximum risk acceptable, defines the business model and Strategic Plan, risk appetite, tolerance thresholds, risk limits, risk management policies, as well as the key processes needed to define and implement them |
| Risk Weighted Assets (RWA) | Risk-weighted assets are a measure of the risks in a bank's balance sheet and reflect the risk level of its assets |
| Severance | Compensation envisaged in view of or in the event of early termination of office or for early termination of the employment relationship |
| Consolidated Law on Finance | Italian Legislative Decree No. 58 of 24 February 1998 and subsequent amendments and additions |
| Up-front | Payout of bonuses not subject to deferral conditions |
| Group Gross Profit13 | Profit (Loss) before tax, calculated using the Group's reclassified consolidated accounting statements |
12 For calculation of the results, it refers to the recurring component, i.e. net of any normalisations.
13 For calculation of the results, it refers to the recurring component, i.e. net of any normalisations. Further details on the methods for submission of the reclassified statements are available in the Annex to the separate financial statements entitled "Reconciliation between the consolidated financial statements and the reclassified statements". These statements are used internally to develop annual/multi-year forecasts and report the results of operations.
BPER Group
Information Document MBO 2026
emorkeb
solutions
CERTIFIED
+