Bper Banca

Remuneration Information • Apr 11, 2025

INFORMATION DOCUMENT ON THE COMPENSATION PLAN BASED ON FINANCIAL INSTRUMENTS – 2025 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)

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The present document is the English translation of the Italian "Documento informativo sul piano di compensi basato su strumenti finanziari - Piano MBO 2025", 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.

INFORMATION DOCUMENT ON THE COMPENSATION PLAN BASED ON FINANCIAL INSTRUMENTS – 2025 MBO PLAN

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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 Italian
Recipients or Beneficiaries	The persons to whom the bonuses will be awarded once the conditions envisaged by 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 Bonus or Bonus Opportunity	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
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 compri ses 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 responsi ble for preparing the company's financial reports" of the Parent Company
Entry gate conditions	Minimum parameters (equity, profitability and liquidity) which, if exceeded, the performance evaluation and the possible awarding of the bonus is expected1
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 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 insuring the actual amount of remuneration against adverse changes in the market price of the shares concerned

1 For more details on the functioning of the Entry Gates, please refer to the Report on the Remuneration Policy and the compensation paid.

Definitions

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 policy
Key Performance Indicators (KPIs)	Economic, financial and sustainability indicators that contribute to determining the bonus
Liquidity Coverage Ratio (LCR)	Ratio of the stock of high-quality liquid assets to net outflows 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)	CEO and GM's of the "relevant business unit with RWA > del 2%"2 . 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 amount of stable funding and the required amount of stable funding
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
2025 MBO Plan (or Short-Term Incentive Plan)	The Compensation Plan paid in cash and financial instruments (where applicable) relating to the year 2025
Business Plan or Strategic Plan	2024-2027 "B:Dynamic - Full Value 2027" Strategic Plan, approved by the Board of Directors at its meeting on 9 October 2024 and presented to the market on 10 October 2024
The Issuers' Regulation	The Regulation adopted by CONSOB resolution No. 11971 of 14 May 1999 and subsequent amendments and additions
Return on Risk-Weighted Assets (RORWA)3	Ratio of gross annualised profit (loss), including non-controlling interests (item 330 of the Income Statement), to total risk-weighted assets
Risk Appetite Framework (RAF)	Guidance document for the Group's Internal Control System to steer the synergi stic 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 ma nagement policies, as well as the key processes needed to define and implement them
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 Profit4	Profit (Loss) before tax, calculated using the Group's reclassified consolidated accounting statements

² BPER Banca S.p.A, Banco di Sardegna S.p.A, Sardaleasing S.p.A. and BPER Factor S.p.A.

³ For calculation of the results, it refers to the recurring component, i.e. net of any normalisations.

⁴ 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.

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 18 April 2025, pursuant to Article 114-bis of the Consolidated Law on Finance (Testo Unico della Finanza, TUF) with particular reference to the 2025 Short-Term MBO Plan (hereinafter the "Plan" or "2025 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 "2025 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 corporate website – in the section Governance – Shareholders – Shareholders' Meetings (or https://group..bper.it/en/governance/ shareholders/shareholders-meetings)

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

The names of the beneficiaries of the Plan falling within the categories indicated in Section 1.1 of Annex 3A of Table 7 of the CONSOB Issuers' Regulation5 are shown below.

Should there be any change or separation of positions in the figures below during the financial year 2025, 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.

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 scope6 are included as 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. and Sardaleasing S.p.A.

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.

⁵ Excluding entities belonging to Arca Fondi SGR, in compliance with sector regulations.

⁶ Excluding persons belonging to foreign companies and individuals identified as "Material Risk Takers" exclusively at local level, if any, also in compliance with sector regulations.

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 twelve (12) staff members of the Parent Company;
  • b) The provision does not apply;
  • c) This category includes eighty-two (82) 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. and one (1) staff member of Sardaleasing S.p.A..

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. Should there be any changes, additions or replacements in the positions of the persons identified as Material Risk Takers during 2025, the person(s) appointed to take over the position(s) would become beneficiary(ies) of the Plan to the extent applicable.

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 2025 (envisaged for employees and contract staff classified as "Material Risk Takers") to the provisions of the Bank of Italy7 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.

First and foremost, the BPER Group aims to align the interests of the beneficiaries of the Plan with those of the shareholders and to achieve the objectives of the new 2024-2027 Business Plan "B:Dynamic | Full Value 2027", 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 includes 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 years8 (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 Plan9 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 NSFR10). Once the Entry Gates are exceeded, the Group Gross Profit acts as an indicator to which the total amount of the Bonuses (Bonus Pool) is linked, with the exception of the 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.

⁷ Bank of Italy Circular No. 285/2013

⁸ The time span varies in relation to the position held.

⁹ 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.

¹⁰ CET1, LCR e NSFR are binding for all recipients of the 2025 MBO Plan, RORWA does not apply to the Company's Control Functions.

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 proforma 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 2025 Plan only the persons who have been allocated a variable remuneration higher 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 the Company's Control Functions, the maximum value is 33%.

2.3. 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 the economic-financial and/or qualitative indicators .

The bonus payout for BPER's Chief Executive Officer is structured as follows (particularly high amount11):

• 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 1-year retention period (period of unavailability).

In the case of a variable remuneration below the particularly high amount, the up-front portion is 45% (20% in cash and 25% in BPER Shares subject to a 1-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 1-year retention period (period of unavailability).

The up-front and deferred instalments are subject to malus conditions laid down in the Remuneration Policies.

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 1-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 1-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 1-year retention period (period of unavailability).

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.

¹¹ See Remuneration Policies in force. This threshold currently amounts to Euro 456,000.

1. Reasons for adopting the Plan

2. 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 1-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 1-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;

3. 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 1-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 2024..

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.

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, para. 112, of Law 350 dated 24 December 2003

Not applicable.

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 12 March 2025, the Board of Directors approved the "Information Document on the Compensation Plan based on financial instruments – 2025 MBO Plan" and the "2025 Report on the Remuneration Policy and Compensation Paid".

Both documents will be submitted for approval to the Shareholders' Meeting of 18 April 2025, 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 Italiana12.

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 2025.

¹² The adjustment is based on the TERP (Theoretical ex-rights price) adjustment factor, as defined by Borsa Italiana following a dilution event.

If the (complete or partial) allocation of shares to service the 2025 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 Policies 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 11 March 2025 to examine the Information Document relating to the 2025 MBO Plan and decided to present the proposal to the Board of Directors which, on 12 March 2025, resolved to submit the Plan for the approval of the Shareholders' Meeting of 18 April 2025.

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 2025 MBO Plan is convened on 18 April 2025 in one call. The allocation of the instruments will take place in 2026, following the verification of the achievement of the 2025 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 2025.

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:

• a) 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;
• b) for personnel outside the remit of the Board of Directors,
  • i. 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;
  • ii. 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 the 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), 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. 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 shares recorded in the 30 days prior to the set allocation date.

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 11 March 2025, during which it expressed its favourable opinion on the 2025 MBO Plan, the stock market value was 7,2467 Euro.

At the time of the Board of Directors' meeting held on 12 March 2025, when the BoD resolved to submit to the Shareholders' Meeting of 18 April 2025 the approval of the 2025 MBO Plan, the stock market value was 7.3954 Euro.

• 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,
  • 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.

1. Characteristics of the instruments allocated

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 2026 (year in which the results for 2025 are recorded) to 2032 (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 2025, the implementation is understood to be starting from 2025.

4.3. End of the Plan

This Plan will end in 2032 (taking into account the retention period of the last portion of deferred shares).

No. of BPER 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:

BONUS

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 Net Stable Funding Ratio (NSFR) > RAF Capacity;
• Consolidated Liquidity Coverage Ratio (LCR) > RAF Tolerance;
• Consolidated Return On Risk-Weighted Assets (RORWA)13 > 50% RAF Tolerance.

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 Policies 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)14 .

¹³ This Entry Gate does not apply to the Company's Control Functions.

¹⁴ As already specified, this rule does not apply to Company's Control Functions.

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 1-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 1-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 basis.

The Plan envisages good and bad leavership 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:

• (i) 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
• (ii) 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.

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 clawback mechanisms may apply under certain circumstances, as described in the BPER Banca Group's 2025 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 16 January 202515, the increase in the share capital of the Company - expressed in terms of number of shares - would be 0.09%.

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.

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, 12 March 2025

BPER Banca S.p.A. The Chair Fabio Cerchiai

¹⁵ Equal to 6,00 euro.

TABLES

¹⁶ BPER Group

Definitions

Information Document on the 2025 MBO Plan

COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS

Table No. 1 of Schedule 7 in Annex 3A of CONSOB Issuers' Regulation

Date 12 March 2025

The number of BPER Banca shares linked to 2024 performance is estimated with reference to pre-closing data and is subject to change when the final information becomes available.

	Position (to be specified only for the persons referred to by name)	TABLE 1 Financial instruments other than stock options
Name and surname or category
		Section 1
		Instruments relating to current Plans, approved on the basis of earlier Shareholders' meeting resolutions
		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
Gianni Franco Papa	Chief Executive Officer	19 April 2024	BPER Banca Shares	104,600	12 March 2025	€5.98	€6.47	1)
Notes:
Fabrizio Greco (A)	Chief Executive Officer	17 April 2019	Phantom Stocks	3,636	10 March 2020	€0	€4.49	7)
	of Banca Cesare Ponti S.p.A.	21 April 2021	BPER Banca Shares	12,075	10 March 2022	€1.79	€1.91	8)
		20 April 2023	BPER Banca Shares	32,626	6 March 2024	€3.92	€3.28	6)
		18 April 2024	BPER Banca Shares	29,768	12 March 2025	€5.98	€6.47	1)
Notes:
Giuseppe Cuccurese	Banco di Sardegna S.p.A. General Manager until 31/01/2025	12 April 2019	Phantom Stocks	2,666	27 March 2020	€0	€4.49	2)
		20 April 2020	Phantom Stocks	6,132	4 June 2021	€0	€1.58	3)
		16 April 2021	BPER Banca Shares	16,630	10 March 2022	€1.79	€1.91	4)
		15 April 2022	BPER Banca Shares	20,772	2 May 2023	€1.92	€2.33	5)
		20 April 2023	BPER Banca Shares	18,346	27 March 2024	€3.92	€3.28	6)
		15 April 2024	BPER Banca Shares	24,843	12 March 2025	€5.98	€6.47	1)
Notes:
Diego Rossi	Bibanca S.p.A. General Manager	17 April 2019	Phantom Stocks	393	10 March 2020	€0	€4.49	7)
		15 April 2021	BPER Banca Shares	4,045	10 March 2022	€1.79	€1.91	8)
		6 April 2022	BPER Banca Shares	6,525	30 March 2023	€1.92	€2.33	9)
		5 April 2023	BPER Banca Shares	7,648	6 March 2024	€3.92	€3.28	10)
		16 April 2024	BPER Banca Shares	12,831	12 March 2025	€5.98	€6.47	16)
Notes:
Matteo Bigarelli	BPER Factor S.p.A. General Manager	21 April 2021	BPER Banca Shares	8,290	10 March 2022	€1.79	€1.91	4)
		20 April 2022	BPER Banca Shares	7,904	9 March 2023	€1.92	€2.33	9)
		29 March 2023	BPER Banca Shares	11,721	22 March 2024	€3.92	€3.28	6)
		18 April 2024	BPER Banca Shares	13,601	12 March 2025	€5.98	€6.47	1)
Notes:

	Position (to be specified only	TABLE 1
		Financial instruments other than stock options
		Section 1
Name and surname or category	for the persons referred	Instruments relating to current Plans, approved on the basis of earlier Shareholders' meeting resolutions
	to by name)	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
Antonio Rosignoli	Sardaleasing S.p.A.	17 April 2019	Phantom Stocks	655	10 March 2020	€0	€4.49	11)
	General Manager	21 April 2021	BPER Banca Shares	3,644	21 April 2022	€1.79	€1.91	8)
		24 March 2022	BPER Banca Shares	6,609	27 April 2023	€1.92	€2.33	5)
		6 April 2023	BPER Banca Shares	10,559	11 April 2024	€3.92	€3.28	6)
		11 April 2024	BPER Banca Shares	12,991	12 March 2025	€5.98	€6.47	1)
Notes:
Fulvio Grimaldi	Finitalia S.p.A.	9 April 2021	BPER Banca Shares	2,676	29 April 2022	€1.79	€1.91	8)
	General Manager	11 April 2022	BPER Banca Shares	5,104	27 March 2023	€1.92	€2.33	9)
		14 April 2023	BPER Banca Shares	5,142	29 March 2024	€3.92	€3.28	10)
		18 April 2024	BPER Banca Shares	8,022	12 March 2025	€5.98	€6.47	16)
Notes:
13 BPER Banca Executives with		21 April 2021	BPER Banca Shares	15,990	10 March 2022	€1.79	€1.91	12)
Strategic Responsibilities (B)		20 April 2022	BPER Banca Shares	82,558	9 March 2023	€1.92	€2.33	13)
		26 April 2023	BPER Banca Shares	104,506	6 March 2024	€3.92	€3.28	6)
		19 April 2024	BPER Banca Shares	155,020	12 March 2025	€5.98	€6.47	17)
Notes:
48 other BPER Banca employees		17 April 2019	Phantom Stocks	4,041	10 March 2020	€0	€4.49	14)
or contract workers for whom the		21 April 2021	BPER Banca Shares	31,540	10 March 2022	€1.79	€1.91	12)
Plan envisages different features		20 April 2022	BPER Banca Shares	86,840	9 March 2023	€1.92	€2.33	15)
		26 April 2023	BPER Banca Shares	151,929	6 March 2024	€3.92	€3.28	10)
		19 April 2024	BPER Banca Shares	306,208	12 March 2025	€5.98	€6.47	18)
Notes:
5 other Banco di Sardegna		12 April 2019	Phantom Stocks	1,049	27 March 2020	€0	€4.49	14)
employees or contract workers for		16 April 2021	BPER Banca Shares	2,389	10 March 2022	€1.79	€1.91	12)
whom the Plan envisages different features		15 April 2022	BPER Banca Shares	7,187	2 May 2023	€1.92	€2.33	9)
		20 April 2023	BPER Banca Shares	2,652	27 March 2024	€3.92	€3.28	10)
		15 April 2024	BPER Banca Shares	20,723	12 March 2025	€5.98	€6.47	18)
Notes:
3 other Banca Cesare Ponti		17 April 2019	Phantom Stocks	735	10 March 2020	€0	€4.49	14)
employees or contract workers for		20 April 2022	BPER Banca Shares	5,109	9 March 2023	€1.92	€2.33	15)
whom the Plan envisages different features (C)		26 April 2023	BPER Banca Shares	4,526	6 March 2024	€3.92	€3.28	10)
		18 April 2024	BPER Banca Shares	26,912	12 March 2025	€5.98	€6.47	18)
Notes:

The table does not include the bonus portions for the 22 persons who are no longer employed.

Phantom stocks or virtual shares: "virtual" financial instruments (free of charge, personal and non-transferable inter vivos) that give each recipient the right to payout upon vesting of a sum of money corresponding to the value of the BPER Share determined on the payout date.

• (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) 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.
• (C) 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.
• 1. Bonus of which one portion (36.36%) is assigned up-front and is subject to a 1-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.
• 1. Bonus of which one portion (45.5%) is assigned up-front, passed the 1-year retention period and was paid in 2021. The remainder (54.5%) is assigned in equal annual instalments over the five years following the allocation. The first, second and third portions passed the vesting and the retention period and were paid out in 2022, 2023 and 2024, respectively. The fourth portion passed the vesting period, the retention period, and will be paid out in 2025. The fifth portion passed the vesting period and is subject to a 1-year retention period. The number of instruments assigned corresponds to the last portion.
• 1. Bonus of which one part (45.5%) allocated up-front, passed the 1-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 and second portions passed the 1-year vesting period and the 1-year retention period, and were paid out in 2023 and 2024, respectively. The third portion passed the vesting period and the retention period, and will be paid in 2025. The fourth portion passed the 1-year vesting period and is subject to a 1-year retention period. The fifth portion is subject to both 1-year vesting and retention periods.
• 1. Bonus of which one part (45.5%) is allocated up-front and is subject to a 1-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 and second portions passed the vesting period and the retention period (2023 and 2024 allocations, respectively), the third portion passed the vesting period and is subject to a one-year retention period (2025 allocation), the other portions are subject to both 1-year vesting and retention periods.
• 1. Bonus of which one part (45.5%) is allocated up-front and is subject to a 1-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, the retention period (2024 allocation), the second portion passed the vesting period and is subject to a 1-year retention period (2025 allocation), the other portions are subject to both 1-year vesting and retention periods.
• 1. Bonus of which one portion (45.5%) is allocated up-front was allocated in 2024 and is subject to a 1-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, will be allocated in 2025 and is subject to a 1-year retention period, whereas the other portions are subject to both 1-year vesting and retention periods.
• 1. Bonus allocated in equal annual instalments over the five years following the year of allocation. The first portion passed the vesting period, the retention period, and was paid out in 2022. The second portion passed the vesting period, the retention period, and was paid out in 2023. The third portion passed the vesting period, the retention period, and was paid out in 2024. The fourth portion passed the vesting period, the retention period, and will be paid out in 2025. The fifth portion is subject to both 1-year vesting and an additional year of retention.
• 1. Bonus of which one portion (60%) allocated up-front is subject to a 1-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 is subject to 1-year retention (2025 allocation), the other portions are subject to 1-year vesting and retention periods.
• 1. Bonus of which one part (60%) allocated up-front is subject to a 1-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 1-year vesting period and retention periods (2024 allocation). The second portion passed the vesting period, will be allocated in 2025 and is subject to a 1-year retention period, whereas the other portions are subject to both 1-year vesting and retention periods.
• 1. Bonus of which one part (60%) is allocated up-front and is subject to a 1-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 2025 and is subject to a 1-year retention period, whereas the other portions are subject to both 1-year vesting and retention periods.

• 1. Bonus allocated in equal annual instalments over the five years following the year of allocation. The first, second and third portions as well as the fourth portion passed the vesting period, the 1-year retention period and have already been paid out. The fifth portion passed the 1-year vesting period, the retention period and will be paid out in 2025.
• 1. Bonus of which one portion (60%) allocated up-front is subject to a 1-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 1-year vesting period and retention periods (2023 allocation). The second portion passed the 1-year vesting period and retention period (2024 allocation). The third portion passed the vesting period, will be allocated in 2025 and is subject to a 1-year retention period. The last portion is subject to both 1-year vesting and retention periods. For top managers: Bonus of which one part (45.5%) is allocated up-front and is subject to a 1-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 and second portions passed the 1-year vesting and retention periods. The third portion passed the vesting period, will be allocated in 2025 and is subject to a 1-year retention period, whereas the other portions are subject to both 1-year vesting and retention periods.
• 1. Bonus awarded to 8 resources. For 5 of these, a part (45.5%) of the bonus is allocated up-front and is subject to a 1-year retention period from the allocation date, another part (54.5%) is awarded in equal annual instalments over the five years following the year of allocation. The first portion passed the 1-year vesting period and retention periods (2024 allocation). The second portion passed the vesting period, will be allocated in 2025 and is subject to a 1-year retention period, whereas the other portions are subject to both 1-year vesting and retention periods. For 3 of these, a part (54.5%) of the bonus is allocated up-front and is subject to a retention period of one year from the date of allocation, another part (45.5%) is awarded in equal annual instalments over the four financial years following the year of allocation. The first portion passed the 1-year vesting and retention periods (2024 allocation). The second portion passed the vesting period, will be allocated in 2025 and is subject to a 1-year retention period, whereas the other portions are subject to both 1-year vesting and retention periods.
• 1. Bonus allocated in equal annual instalments over the five years following the year of allocation. The first, second and third portions passed the 1-year vesting period, the 1-year retention period, and were paid out in 2022, 2023 and 2024 respectively. The fourth portion passed the 1-year vesting period, the 1-year retention period, and will be paid out in 2025. The fifth portion passed the 1-year vesting period, and is subject to a 1-year retention period.
• 1. Bonus of which one part (60%) allocated up-front in 2023 and subject to a 1-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 1-year vesting and retention periods (2024 allocation). The second portion passed the vesting period, will be allocated in 2025 and is subject to a 1-year retention period. The other portions are subject to both 1-year vesting and retention periods.
• 1. Bonus of which one part (60%) is allocated up-front and is subject to a 1-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.
• 1. Bonus of which one portion (45.5%) is allocated up-front and is subject to a 1-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%.
• 1. Bonus of which one part (60%) is allocated up-front and is subject to a 1-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%.

Date 12 March 2025

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 18 April 2025
		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.