NOTICE OF CALL OF THE ORDINARY SHAREHOLDERS' MEETING
Shareholders entitled to attend and vote at the Shareholders' Meeting of Banca Sistema S.p.A. (hereinafter the "Company" or "Bank") are convened in an Ordinary Shareholders' Meeting to be held at the Bank's registered office in Milan - Largo Augusto 1/A, Angolo Via Verziere 13 - on 23 April 2026, in a single call, at 10:00 a.m.
AGENDAApproval of the Individual Financial Statements as at 31st December 2025 of Banca Sistema S.p.A. Presentation of the Consolidated Financial Statements as at 31st December 2025. Reports of the Directors, the Board of Statutory Auditors and the Independent Auditors. Relating and resulting resolutions.
Allocation of the profit for the year 2025. Relating and resulting resolutions.
Appointment of the Board of Directors. Relating and resulting resolutions:
Determination of the number of Directors.
Determination of the term of office.
Appointment of the members.
Determination of the Chairperson.
Determination of the remuneration.
Appointment of the Board of Statutory Auditors. Relating and resulting resolutions:
Appointment of the Auditors.
Appointment of the Chairperson.
Determination of the remuneration.
Independent auditor. Relating and resulting resolutions.
Resolution of the current statutory audit assignment.
Appointment of the independent auditors and determination of their fee.
Remuneration and incentive policies. Relating and resulting resolutions:
Approval of the first section (Remuneration Policies) of the Report on the remuneration policy and remuneration paid: resolution pursuant to article 123-ter, paragraph 3-ter of Legislative Decree no. 58 of 24 February 1998 as amended and supplemented. Relating and resulting resolutions.
Approval of the second section (Application of the Remuneration Policies of the Banca Sistema Group and remuneration paid for 2025) of the Report on the remuneration policy and remuneration paid: resolution pursuant to article 123-ter, paragraph 6, of Legislative Decree no. 58 of 24 February 1998 as amended and supplemented. Relating and resulting resolutions.
Related-party transaction completed in derogation of the ordinary procedure for reasons of urgency: disclosure pursuant to Consob Regulation no. 17221 of March 12, 2010, and the related Internal Procedure. Related and consequent resolutions.
Largo Augusto 1/A, ang. via Verziere 13 - 20122 Milan Tel +39 02 802801 Fax +39 02 72093979
Fully paid-up share capital €9,650,526.24 Tax Code and VAT number 12870770158 Enrolled in the Register of Banks - ABI Code: 03158.3
A company belonging to the Banca CF+ Banking Group, registered in the Register of Banking Groups, and subject to the management and coordination of Banca CF+ S.p.A.
Subject to Supervision by the Bank of Italy
Member of the Interbank Deposit Protection Fund and National Guarantee Fund.
bancasistema.it
It is stated that at the date of publication of this notice:
the subscribed and paid-in share capital of the Bank is € 9,650,526.24;
there are 80,421,052 ordinary shares, of which 78,458,564 individually grant a right to one vote in the Shareholders' Meeting, and 1,962,488 individually grant the right to two votes in the Shareholders' Meeting.
As of 13 March 2026, the Bank does not hold treasury shares.
Any subsequent changes in the information outlined above will be published on the Bank's website and communicated at the beginning of the Meeting.
Participation rights and voting by proxy
Under article 83-sexies of Legislative Decree no. 58 of 24 February 1998 as amended and supplemented (Consolidated Law on Finance), the legal power to participate in the Meeting and exercise the right to vote shall be attested by a communication, prepared by the intermediary authorised by law, confirming such a right and delivered to the Bank, in favour of the person entitled to the right to vote, on the basis of the accounting registration at the end of the seventh business trading day prior to the date of the Shareholders' Meeting in single call, i.e. on 14 April 2026 (Record Date). In implementation of the provisions set forth by article 125-bis, paragraph 4 of the Consolidated Law on Finance, all crediting and debiting of the accounts subsequent to said date, have no relevance for the right to exercise the right to vote at the Shareholders' Meeting. The above communication of the intermediary shall be received by the Bank by the end of the third business trading day prior to the date set for the Shareholders' Meeting in single call (i.e. on 20 April 2026).
All of the above without prejudice to the entitlement to participate and vote if the communication reached the Bank after the above-mentioned term, and in any case by the beginning of the Meeting.
Under article 135-novies of the Consolidated Law on Finance and article 8.7 of the Articles of Association, those who are entitled to the right to vote may be represented by proxy issued in writing in the manner prescribed by the legislation and regulations from time to time in force.
The proxy may be notified to the Bank at its registered office in Milan, Largo Augusto, 1/A, Angolo Via Verziere, 13, by registered letter, or by e-mail to the certified e-mail address bancasistema.affarisocietari@legalmail.it, attaching a copy of the identity document or chamber of commerce certificate of the party with voting rights.
The proxy form is available on the Bank's website https://www.bancasistema.it, in the Investors/Governance/Shareholders' Meeting/ 2026/ 23 April 2026 section.
Without prejudice to prior notice, when registering to attend the Shareholders' Meeting, the proxy holder attending the Meeting should in any case certify that the copy of the proxy is true to the original sent and the identity of the delegating party.
Pursuant to Art. 135-novies of the Consolidated Law on Finance, the proxy can also be conferred by electronic document signed electronically in accordance with Art. 20(1-bis) of Legislative Decree no. 82 of 7 March 2005 and notified to the certified e-mail address bancasistema.affarisocietari@legalmail.it.
Shareholder representative appointed by the Company
The proxy, with voting instructions for the items on the agenda, may be granted to Monte Titoli S.p.A., which has its registered office in Milan, at Piazza degli Affari 6, Tax Code 03638780159, a member of the Euronext Group, Group VAT no. 10977060960 (hereinafter, "Monte Titoli"), duly designated by the Bank for this purpose, in accordance with Art. 135-undecies of the Consolidated Law on Finance, by signing the printable version of the form that may be downloaded from the website www.bancasistema.it (in the Investors/Governance/Shareholders' Meeting/2026/23 April 2026 section) or at the Bank's registered office. The proxy with the voting instructions must reach Monte Titoli by the end of the second open market day prior to the date set for the Shareholders' Meeting in single call (i.e. by 21 April 2026) together with a copy of a currently valid identity document of the shareholder granting the proxy or, if said shareholder is a legal person, of the legal representative pro tempore or of another person vested with suitable powers, together with documentation suitable for certifying their capacity and powers according to either of the following methods:
transmission, by certified email, of a computerised copy (PDF) to the certified e-mail address RD@pec.euronext.com (subject "Proxy FOR BANCA SISTEMA April 2026 Meeting");
transmission of the original copy, by courier or registered letter with return receipt to Area Register Services of Monte Titoli S.p.A., Piazza degli Affari no. 6, 20123 Milan (Ref. 'BANCA SISTEMA Shareholders' Meeting of April 2026'), in advance of a copy reproduced electronically (PDF) by ordinary e-mail to RD@pec.euronext.com (subject 'BANCA SISTEMA Shareholders' Meeting of April 2026').
The proxy is valid solely in respect of those items for which voting instructions are given. Proxies and voting instructions may be revoked by the deadlines specified above. It should be noted that the communication sent to the Bank by the authorised intermediary, confirming the shareholder's eligibility to attend and exercise voting rights at the Shareholders' Meeting, is required even when a proxy is granted to the designated Proxy holder. By law, shares for which a proxy is granted, whether in full or in part, are taken into account in determining whether the Shareholders' Meeting is duly constituted, although proxies without voting instructions do not count for the purposes of calculating the majority and quorum required to pass resolutions. For any clarifications regarding the conferment of the proxy (and in particular about the completion of the proxy form and the voting instructions and their transmission), the persons entitled to attend the Shareholders' Meeting may contact Monte Titoli S.p.A. by e-mail to RegisterServices@euronext.com or on (+39) 02.33635810 on business days, from 9:00 a.m. to 5:00 p.m.
Postal voting
Pursuant to Art. 127 of the Consolidated Law on Finance and Art. 8.8 of the Articles of Association, voting may also be exercised by post in accordance with the applicable regulations.
The voting form is available on the Bank's website https://www.bancasistema.it in the Investors/Governance/Shareholders' Meeting/2026/23 April 2026 section, or at the registered office. The voting ballot duly filled in and signed should arrive, in a sealed envelope, at the registered office of the Bank in Milan - at Largo Augusto 1/A, Angolo Via Verziere 13, no later
than 22 April 2026 and should be sent by registered letter with acknowledgement of receipt, marked for the attention of the Funzione Affari Societari - Corporate Affairs Department, or by certified e-mail to bancasistema.affarisocietari@legalmail.it, with an attached copy of the identity document or chamber of commerce certificate of the party with voting rights.
Voting ballots received after the specified deadline or which have not been signed shall not be counted in the initial or the voting quorum of the Shareholders' Meeting. Postal voting is exercised directly by the holder of the voting right and is exercised separately for each of the resolutions proposed. The vote may be revoked with a written statement notified to the Bank by 22 April 2026, or by way of an express statement issued by the holder during the course of the Shareholders' Meeting.
Additions to the agenda and presentation of new proposed resolutions
Pursuant to Art. 126-bis of the Consolidated Law on Finance, Shareholders who, even jointly, represent at least one fortieth of the share capital, may request in writing, within ten days from the publication of this notice of call (in any case no later than the final deadline of 23 March 2026), that additional items be added to the agenda of the Meeting, specifying such additional items in their request, or may submit resolution proposals on items already on the agenda.
Additions to the agenda are not allowed for matters on which the Shareholders' Meeting resolves, by law, at the proposal of the Directors or on the basis of a project or a report prepared by them, other than those referred to under Art. 125-ter, paragraph 1, of the Consolidated Law on Finance. The additional proposed resolutions on matters already on the agenda shall be made available to the public in the manner prescribed for the publication of the notice of call, with the publication of the news of the submission.
The requests, together with the certification attesting the ownership of the shareholding of the requesting Shareholders, issued by the intermediary depositories of the shares shall be sent in writing to the registered office by registered letter addressed for the attention of Funzione Affari Societari - Corporate Affairs Department or by certified e-mail to the address bancasistema.affarisocietari@legalmail.it, attaching a copy of the identity document or chamber of commerce certificate of the Shareholder.
Shareholders requesting additions to the agenda shall prepare a report outlining the reasons for the proposed resolutions on new matters they propose to be discussed, or the reasons for the additional proposed resolutions submitted on matters already on the agenda. The report shall be submitted to the Board of Directors of the Bank within the deadline for submission of the request for the inclusion of additional items.
The additions of items to the agenda and submission of further resolution proposals on items already on the agenda shall be notified at least 15 (fifteen) days prior to the date scheduled for the Shareholders' Meeting in single call (no later than 8 April 2026). The Board of Directors shall make the report available to the public, accompanied by its own evaluations, if any, together with the publication of the news of the addition to the agenda or submission of new proposed resolutions, on the Bank's website and at its registered office.
Those who have the right to vote may individually submit proposed resolutions at the Meeting.
Right to submit questions on the items of the agenda
Under article 127-ter of the Consolidated Law on Finance, those who have the right to vote, can submit questions relating to items on the agenda even before the Shareholders' Meeting, by 21 April 2026, by registered letter to the Bank's registered office in Milan - Largo Augusto 1/A, Angolo Via Verziere 13, or by certified e-mail to the address bancasistema.affarisocietari@legalmail.it.
In order to exercise this right, a notice issued by the intermediary depositaries of the shares owned by the shareholders with voting rights should be sent to the Bank, together with a copy of the identity document or chamber of commerce register certificate.
Questions received before the Shareholders' Meeting will be answered at the latest during the Meeting, and the Bank reserves the right to provide a single answer to questions having the same content.
Appointment of the Board of DirectorsThe procedure for appointing directors is governed by the Italian Civil Code, the Consolidated Law on Finance, Legislative Decree no. 385 of 1st September 1993, as amended, ("Consolidated Law on Banking") and the related regulatory provisions, as well as Article 10 of Banca Sistema's Articles of Association, to which reference should be made.
The Board of Directors of Banca Sistema is composed of a minimum of 7 and a maximum of 11 members.
In accordance with the need to ensure an adequate degree of diversification in its composition, in terms of gender, at least two fifths must be of the least represented gender, rounded up to the next whole number in the event of a fraction.
The members of the management body shall remain in office for three financial years (their office shall end on the date of the Shareholders' Meeting called to approve the financial statements for the last year of their office) or for any shorter period which may be established by the Shareholders' Meeting at the time of appointment. Directors may be re-elected.
The Members of the Board of Directors are elected using the list system in which a maximum of eleven candidates must be listed in sequential order. The candidate at sequential number "1" of each list shall also be the candidate appointed as Chairperson of the Board of Directors.
To facilitate submission of "minority lists" for the appointment of the Board of Directors, slates of candidates with fewer Directors than the minimum of three, as envisaged under Article 10.2, paragraph 2, of the Articles of Association of Banca Sistema, will also be allowed, including in order to consistently apply letters a), b) and c) of Article 10.2 of the Articles of Association, which earmark fewer than three directors for the so-called "minority list".
Every shareholder, or the shareholders belonging to the same group, parties to the same shareholders' agreement pursuant to Article 122 of the Consolidated Law on Finance, the entity controlling it, the entity by which it is controlled and the entity subject to joint control pursuant to Article 93 of the Consolidated Law on Finance, may not submit or be involved in the submission, either through a third party or a trust company, of more than one list and may not vote for different lists to the one submitted. Participating, either directly or indirectly, in the indication of applicants present in more than one list, shall imply that these lists shall be deemed to have not been submitted. Entities, even those without a corporate status, which