Report on Remuneration 2026 and Payment Made 2025

drawn up pursuant to Art. 123-ter of Italian Legislative Decree No. 58 of 24 February 1998, as amended and supplemented ("Consolidated Law on Finance"), Art. 84-quater of the regulation adopted by CONSOB resolution no. 11971/1999 as amended ("Issuers' Regulation"), and in compliance with Bank of Italy Circular No. 285 of 17 December 2013 as amended, and the Corporate Governance Code for listed companies

Contents

SECTION I - 2026 REMUNERATION POLICIES DOCUMENT 3

1. INTRODUCTION 3

2. MISSION OF THE BANK, OBJECTIVES OF THE REMUNERATION POLICIES AND RELEVANT EVENTS 4

   1. Company's situation 6

   2. Gender-neutral Policies 9

3. PROCESS OF FORMATION AND REVIEW OF REMUNERATION POLICIES 10

4. KEY PERSONNEL - IDENTIFICATION AND EXCLUSION PROCESS 15

5. DISCLOSURE REQUIREMENTS 16

6. THE STRUCTURE OF REMUNERATION AT BANCA SISTEMA 16

   1. General Principles 16

   2. Fixed component 17

   3. Variable component 19

      1. The Bonus Pool 21

      2. Rules governing the variable component of the remuneration payable to "key personnel" 22

      3. Rules governing the bonus payable to personnel other than "key personnel" 26

   4. Ratio of the variable to fixed components of remuneration 26

   5. Severance Policy 27

      1. Golden Parachutes 27

      2. Non-compete agreements 31

      3. Retention Bonus 31

   6. Personal data protection 32

7. STRUCTURE OF THE REMUNERATION OF SPECIFIC CATEGORIES 33

   1. The remuneration of the members of the Board of Directors 33

   2. The remuneration of the members of the Board of Statutory Auditors 33

   3. The remuneration of the members of the Bank's Control Departments, Human Capital Department, and Manager in charge of financial reporting 34

   4. The remuneration of the distribution network 34

1. ‌Introduction

   This First Section (the "Remuneration Policies Document" or "Policies") of the "Report on the remuneration policy and remuneration paid", pursuant to art. 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 ("Consolidated Law on Finance"), was drawn up in accordance, in addition to the mentioned provision of the Consolidated Law on Finance, with Part One, Section IV, Chapter 2 of Bank of Italy Circular No. 285 of 17 December 2013, as subsequently amended and supplemented concerning "Remuneration and incentive policies and practices" (hereinafter "Circular 285") and in compliance with the prescriptions of the Corporate Governance Code for listed companies, approved by the Corporate Governance Committee, promoted by Borsa Italiana S.p.A. in January 2020 and entered into force on 1 January 2021 (the "Corporate Governance Code") and with the guidelines of the European Banking Authority ("EBA") on sound remuneration policies (hereinafter, the "Guidelines", and jointly the "Provisions").

   The Provisions on "Transparency of banking and financial transactions and services -Correctness of relations between intermediaries and customers" are also relevant and establish specific principles with reference to remuneration policies and practices for personnel and third parties in the sales network.

   The Provisions also implement Directive 2013/36/EU (hereinafter "CRD"), insofar as the prescriptions governing remuneration and incentive policies and practices adopted by banks and banking groups are concerned. The Provisions also take into account the guidelines and criteria agreed at international level, including those issued by the EBA and the Financial Stability Board (hereinafter "FSB"). The Provisions also consider the Regulatory Technical Standards issued by the European Commission on proposal of the EBA.

   In particular, the Provisions set out the specific principles and criteria that banks are required to comply with in order that:

   • remuneration systems are correctly established and implemented, also with regard to gender neutrality in application practices;

   • any conflicts of interest are effectively dealt with;

   • the remuneration system takes due account of current and potential risks, and of each intermediary's capitalisation and liquidity level;

   • the degree of transparency vis-à-vis the market is increased;

   • control by the Supervisory Authorities may be strengthened.

     The aim of the Provisions is to establish - in the interests of all stakeholders - a remuneration system in keeping with the company's long-term goals, values and strategies linked to company results that are appropriately adjusted to take into account all associated risks. The system must be consistent with the levels of capital and liquidity required to run the business. Incentive distortions of the type which encourage recipients to breach the provisions or expose the bank and the financial system in general to

     excessive risks must be avoided at all times. Furthermore, they aim to ensure compliance with the principles of diligence, transparency and fairness in customer relations, to contain legal and reputational risks, to ensure gender-neutral work environments and remuneration practices and to protect and retain customers.

     In accordance with the Provisions, Banca Sistema prepares the Remuneration Policies Document in compliance with the Policies of the Banca CF+ Group of which it has been a member since 6 March 2026.

     Pursuant to Part One, Title IV, Chapter 2, Section I, paragraph 7, of Circular 285, as most recently updated on 24 November 2021 (37th update), in application of the principle of proportionality, Banca Sistema qualifies as a "smaller and less complex bank" as it recognised, in its separate financial statements, assets of less than € 5 billion (calculated as the average of the four years immediately preceding the current financial year) and does not belong to a group with consolidated assets equal to or greater than € 30 billion. When preparing the Remuneration Policies Document, the previous recommendations of the Bank of Italy addressed to banks to continue to adopt a prudent and far-sighted approach to their remuneration policies have been considered.

     The remuneration guidelines issued by the Italian Corporate Governance Committee, promoted by ABI, Ania, Assogestioni, Assonime, Borsa Italiana and Confindustria for 2023 were also taken into account.

     Although the provision of investment services and activities by the Bank is limited to only some of them and to a limited extent, the Policies take into account the "Guidelines on certain aspects of the MIFID II remuneration requirements" introduced by the ESMA update on the remuneration of intermediaries providing investment activities or services to retail or professional customers. It should be noted that the Bank does not have an external network of financial advisors and acts solely through its employees when providing investment services and activities.

     Lastly, as regards the impact of the policies on the financial standing, it should be noted that the Bank's variable remuneration structure is strictly linked to the maintenance of capitalisation levels and, in particular: the provision of specific gates ensures compliance with the Risk Appetite Framework (RAF) of the Bank, preventing the payment of the bonus pool in the event of consolidated net profit net of negative extraordinary items, CET 1 ratio below the limits of the Risk Capacity threshold, LCR below the limits of the Risk Capacity threshold; mechanisms are envisaged for any reduction of the deferred amount through malus.

2. ‌Mission of the Bank, objectives of the Remuneration Policies and relevant events

   Banca Sistema has adopted a specific business model whereby its mission is to become the leading independent operator in the field of "Specialty Finance". Its growth strategy focuses on leveraging the development of the expertise and capabilities of its resources and on respecting and protecting customer relations over the long term, given that customer satisfaction is a primary objective.

   Bearing in mind the aforementioned mission, the Provisions and the Guidelines, the Bank's chosen remuneration strategy pursues the following goals:

   • to direct the efforts of executive directors and employees towards the priorities and objectives established at Bank level, supporting the creation of value over the medium and long term;

   • to attract and retain highly qualified personnel, also through external remuneration competitiveness;

   • to motivate personnel, by recognising merit and encouraging the development of professional skills;

   • to develop and improve the quality of the services provided to customers, avoiding marketing products that are not suitable to the needs and characteristics of the individual customer;

   • to ensure sound and prudent management of the Bank and its risk profile, containing legal and reputational risks;

   • ensure the overall achievement of sustainability objectives that take into account, among other things, environmental, social and governance (ESG) factors;

   • to ensure remuneration fairness - also with respect to gender neutrality - rewarding individual employees for their contribution, the responsibilities given and their specific working conditions;

   • to ensure conduct that is consistent with the Code of Ethics of the Bank (hereinafter the "Code of Ethics"), the internal regulations and the legislative and regulatory provisions applicable to Banca Sistema.

     Therefore, these Remuneration Policies describe the principles, structure, responsibilities, roles and rules for the application of the various remuneration instruments, including variables, without these contents constituting any obligation to pay or to make payment until the aforementioned review of the Company's situation by the Supervisory Board.

     The Bank applies the following employment contracts to Employees:

   • the "National Collective Bargaining Agreement for the Banking sector for Middle Managers and Personnel of Banks, Financial Companies and Associated Companies", for White-Collar Employees and Middle Managers;

   • the "National Collective Bargaining Agreement for Senior Managers of Banks, Financial Companies and Associated Companies" for Senior Managers;

   as negotiated and signed by the representatives of the employers and employees, throughout the period of their respective validity.

   In these agreements, there are specific representations regarding the main areas of professional responsibility, knowledge and competencies and any involvement in decision-making processes and in the coordination of other resources based on which the Bank applies specific and proportionate category and remuneration levels.

   On 23 November 2023, employers and the trade unions signed the renewal of the National Collective Labour Agreement for Middle Managers and Personnel of the Banking sector,

   whose agreed economic increases will be paid to the covered employees in tranches until 30 March 2026.

   In this context, based on an assessment of the scope of the increases for the Bank's employees, the practices of its competitors and the overall remuneration positioning, the Bank's Board of Directors decided by resolution of 15 December 2023 to absorb the increases of the new CCNL in any ad personam remuneration (A.P.), in addition to the contractual salary scales, previously granted individually as a result of the annual remuneration reviews, and to defer future analysis and evaluation of possible targeted remuneration measures.

   Banca Sistema's remuneration strategy also takes account of the RAF (Risk Appetite Framework) adopted by the Bank, which includes specific performance indicators that take account of risk appetite.

   The Bank observes the prohibition of not providing for any form of employee remuneration or incentives (e.g. payments or other benefits) using special purpose vehicles, instruments or means that do not conform to the Provisions, also in regard to any foreign branches or offices (regardless of where they are located). Therefore, remuneration is paid exclusively and directly by the Bank.

   1. ‌Company's situation

      Following the inspection of the Bank of Italy that started in July 2024, the Supervisory Authority has instructed that Banca Sistema, until further review by the Bank of Italy, also based on the feedback that will be provided by the Bank, refrain from resolving or taking the following actions: i) the distribution of profits generated from the current 2024 financial year or other elements of equity; ii) the payment of the variable component of remuneration for the 2024 financial year and subsequent years.

      The deferred portions of the variable component of remuneration relating to financial years prior to 2024 have been regularly paid.

      The definition and communication to the key personnel of the relevant objectives has been activated (see Annex 2) for the achievement of the annual results, based on the 2025 budget, on the implementation of the 2024 - 2026 Business plan - as supplemented by the subsequent Capital Plan requested by the Supervisory Authority - on the remedial plan defined on the basis of the provisions of the inspection report and the letter on the company's situation, delivered on 20 December 2024 by the Bank of Italy.

      On 30 June 2025, Banca CF+ received a communication, pursuant to art. 102, paragraph 1, of Legislative Decree no. 58 of 24 February 1998 (the Consolidated Law on Finance), as subsequently amended and supplemented, and art. 37 of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999, of the promotion of a voluntary public tender offer - under the same terms and conditions for all shareholders - concerning all the ordinary shares of Banca Sistema and not aimed at delisting the Issuer's shares. Subject to the completion of the offer and the consequent change of control, the Offeror has communicated its intention to achieve the benefits deriving from the project of

      integration with the Issuer through a reverse merger by incorporation of the Offeror into Banca Sistema, whereby the combined entity is a company listed on the regulated market.

      On 28 June 2025, the Chief Executive Officer and General Manager of Banca Sistema and Banca CF+ entered into an agreement on the subject of the "Acceptance Commitment Proposal". This agreement provides, among other things, for the Chief Executive Officer and General Manager of Banca Sistema, following the successful conclusion of the purchase offer and the consequent change of control event, to sign an agreement to terminate the CEO and employee employment relationship in advance (hereinafter, the "Acceptance Agreement").

      On 16 January 2026, Banca CF+, following the issuance of the necessary authorisations by the competent authorities (in the first place, Bank of Italy and Consob), published the offer document relating to the voluntary public tender and exchange offer on all the ordinary shares of Banca Sistema promoted by the same Banca CF+. Banca CF+ recognises a consideration of a maximum of € 1.80 for each share of Banca Sistema, consisting of a cash portion of € 1.382 (payable on 6 March 2026, subject to extensions or other modifications) and another share in Kruso Kapital shares of a maximum of € 0.418 (payable within 6 months from 6 March 2026, through the allocation of 21 shares of Kruso Kapital). The acceptance period to the offer was equal to 25 trading days, starting on 26 January 2026 and ending on 27 February 2026.

      On 23 January 2026, the Board of Directors of Banca Sistema approved and published the Issuer's Press Release, pursuant to article 103, paragraphs 3 and 3-bis, of the Consolidated Law on Finance and article 39 of the Issuers' Regulation, which contains the assessments regarding the public tender and exchange offer and takes into account the opinion of the independent directors drawn up pursuant to art. 39-bis of the Issuers' Regulation, to which is attached the specific fairness opinion issued by Equita SIM S.p.A. The Board of Directors considered the aforementioned consideration to be reasonable, from a purely financial point of view.

      On 18 February 2026, Banca CF+ increased the consideration of the Offer up to a maximum of € 1.89 per share of Banca Sistema, for a maximum of € 0.09 per share of Banca Sistema (+5%), of which € 0.05 in cash and a maximum of € 0.04 in shares of Kruso Kapital and consisting of a cash share of €1.432 (to be paid on 6 March 2026, subject to any extensions or other changes) and a share in shares of Kruso Kapital equal to a maximum of € 0.458 (to be paid within 6 months from 6 March 2026, through the allocation of 23 shares of Kruso Kapital).

      On 6 March 2026, following the public tender and exchange offer, Banca CF+ became a controlling shareholder of Banca Sistema, holding approximately 70.7% of the share capital (approximately 69% of the voting rights). In addition, on 18 March 2026, following the reopening of the terms of the public tender and exchange offer, the shareholding in Banca Sistema held by Banca CF+ definitively settled at the threshold of 80.75%.

      Also on 6 March 2026, Banca CF+ also announced the forthcoming commencement of the total mandatory public tender and exchange offer on the remaining shares of Banca Sistema.

      With the completion of the public tender and exchange offer, Banca Sistema - whose shares are still admitted to trading on Euronext Milan, Euronext STAR Milan segment -becomes part of the Banca CF+ Group, within which the Parent Banca CF+ carries out management and coordination activities on Banca Sistema and its subsidiaries.

      As a result of the transaction and in application of the Acceptance Agreement, on 13 March Mr Gianluca Garbi resigned from the roles of CEO and General Manager with immediate effect. On the same date, the other 8 members of the Bank's Board of Directors resigned, effective from the date of the Shareholders' Meeting of 23 April 2026.

      Also on 13 March, the Board of Directors of Banca Sistema resolved and, therefore, a recognition deed (the "Recognition Deed") was signed with the Chief Executive Officer and General Manager, Mr Gianluca Garbi, concerning the mere recognition of what will be due to Mr Garbi as a result of the termination and/or resolution of the relationships in place with Banca Sistema on the basis of the Acceptance Agreement, the terms of which are illustrated in the offer document published on the Banca Sistema website on 16 January 2026 (the "Offer Document").

      At the same meeting and in the same context, taking into account the Acceptance Agreement and within the terms indicated in the Offer Document, the Board of Directors also resolved and, therefore, a professional consultancy contract, lasting 24 months, with effect from 16 March 2026, was entered into with Mr Gianluca Garbi, in his capacity as a self-employed worker, for the performance of strategic, technical and relational support activities, aimed at the recovery by Banca Sistema of certain receivables from the latter against subjects of the Public Administration. The main terms of this contract substantially reflect what is already stated in the Offer Document and provide for a consideration measured at the value of the receivables actually recovered (principal and default interest) of a maximum total amount of € 2 million.

      Subsequently, on 16 March 2026, the Board of Directors resolved - pursuant to Article 2386 of the Italian Civil Code and Article 10.4 of the Articles of Association and within the framework of the succession programme in the governance of Banca Sistema and the related terms, as described in the Offer Documents and agreed in the Acceptance Agreement - the appointment by co-optation of Iacopo De Francisco - Chief Executive Officer and General Manager of Banca CF+ S.p.A. ("Banca CF+" or the "Parent") - to the role of Chief Executive Officer and General Manager, conferring upon him the necessary powers. On the same date, the Board of Directors resolved to terminate the Executive Committee.

      In light of the developments in the regulatory framework, of the context in which the Bank operates, and of the objectives for sustainable growth over the long term, this document provides for the following main updates with respect to the previous version of 2025:

      • the update to the process of identifying "Key Personnel", always through the adoption of the criteria laid down in the update of the EBA RTS of June 2020 and the consequent Delegated Regulation (EU) 2021/923 of 25/03/21;

      • updating of the analyses and assessments conducted by the Remuneration Committee and the Board of Directors regarding the "gender pay gap" previously introduced in the 2022 Remuneration Policies, with specific provisions concerning the gender neutrality of the Bank's remuneration policies and practices;

      • the analysis of the remuneration for equivalent company roles assigned to employees in order to assess the Bank's compliance with the provisions of the new EU Pay Transparency Directive ("Directive 2023/970") applicable from 1/7/2026 and the setting of any pay transparency adjustments;

        The 2025 Policies (Section I of the Report on the remuneration policy and compensation paid: 2025 Remuneration Policy) were approved by the Shareholders' Meeting on 30 April 2025 with a vote in favour of 99.91% of those present and, on that occasion, no questions were asked or comments made.

   2. ‌Gender-neutral Policies

      The Bank adopts remuneration and incentive policies which provide for remuneration based on equity, understood as pay consistency between comparable roles and responsibilities, and the recognition of merit, thus excluding any possible influence on the remuneration package of external factors, such as, for example, gender diversity.

      The Bank undertakes to guarantee equal opportunities and treatment, through the use of neutral, objective and inclusive performance assessment criteria, based on the objective and measurable recognition of skills, experience, performance and professional qualities, as provided for by the performance management process and also described by the aforementioned Operational Procedure regarding flexible bonuses assignable to the employees in order to encourage the full and effective participation of all personnel in the creation of value.

      In order to facilitate the application of gender-neutral policies, be able to assess their effectiveness and monitor in a timely manner the application of equality criteria in terms of remuneration with respect for gender neutrality, over time the Bank performed a series of analyses and assessments of the remuneration practices applied to the genders represented in the Bank, subdivided into Key Personnel and other personnel, and also subdivided according to levels of office. These analyses have also been updated and revised in the light of external market remuneration comparisons, already carried out with the assistance of qualified consultants, by ranking positions and comparing them with similar ones. These additional and more in-depth analyses also showed no significant pay differences between the most and least represented gender.

      The Human Capital Department periodically updates these analyses - in particular that of the distribution of gender at different contractual levels - in order to provide support to the annual review of fixed remuneration and of employment categories, and when advances are made as a result of any organisational changes implemented.

3. ‌Process of formation and review of Remuneration Policies

   The Policies are defined and reviewed in accordance with the process described below, in compliance with the Provisions and with Banca Sistema's Articles of Association, which are in effect consistent with said Provisions.

   In consideration of the importance and stability over time of the guidelines and principles which provide the inspirational foundations of the Bank's Remuneration Policies (legislation, industry best practices and guidelines defined by the Shareholders' Meeting and the Bank's strategic management Bodies), the Remuneration Policies, as defined in this Document, are analysed, assessed and, when necessary, reviewed at least once a year. Each review is disclosed through the drafting of an ad hoc Document according to the procedure and with the engagement of the relevant bodies and departments, as described in this section.

   The following company bodies and departments are involved in establishing the Policies, according to the remits and responsibilities described hereinafter:

   The Board of Directors (or the "Board"):

   • formulates and approves the Bank's Policies, submits them to the Shareholders' Meeting, and reviews them at least once a year, and is responsible for their correct implementation;

   • approves the results of any procedure for the exclusion of "key personnel" referred to in Paragraph 4 and in Annex 1 to the Policies, and periodically reviews the criteria for such exclusion;

   • ensures that the Remuneration Policies are duly documented and accessible within the company, and that personnel are aware of the consequences of any breach of the provisions contained in these Policies; it defines the incentive plan for those persons within the "key personnel" category (see Paragraph 4 below and Annex 1), as well as for all other Bank employees;

   • also ensures that the Bank's Policies are effectively implemented and that they are consistent with the Bank's overall corporate governance, corporate culture, risk appetite, their actual application with respect to gender neutrality and the specific working conditions, as well as the associated governance processes, and ensures that the granting, payment and accrual of variable remuneration do not negatively affect the need to maintain a strong capital base;

   • analyses, with the support of the Remuneration Committee, the gender neutrality of remuneration policies, verifying the gender pay gap and its evolution over time;

   • approves, in compliance with the principles set out in these Policies and in implementing the rules in the Provisions on "Transparency of banking and financial transactions and services", the criteria for the remuneration of personnel who offer products to customers, interacting with the latter, personnel they report to hierarchically and credit intermediaries, as well as personnel in charge of assessing creditworthiness and personnel responsible for handling complaints; it submits a

     clear and complete information document concerning the Policies to be adopted, to the Shareholders' Meeting. The purpose of this information document is to illustrate: the reasons, aims and means of implementation of the Policies; the controls carried out in regard to said Policies; the characteristics of the remuneration system; the consistency of such characteristics with the established guidelines and objectives; compliance with applicable law; the principal information regarding the process of identification of "key personnel" and the corresponding outcomes, including any exclusions (see Paragraph 4 below and Annex 1); any changes to systems and processes that have already been approved; the evolution of the dynamics of remuneration, also compared to the trend within the sector.

     The Board of Directors discharges its duties with the support of the following company departments:

     • the Human Capital Department, which coordinates the Policies definition process and contributes to the drawing up of the Policies, providing the required information also in relation to the organisational structure, the remuneration levels and the incentive systems. In particular, the Human Capital Department provides its support to the Compliance and Anti-Money Laundering Department in verifying compliance with the regulations. Among other things, it ensures consistency between the Policies and the various human resource management procedures (skills assessment system, organisational, professional and managerial development, HR administration) and the remuneration and incentive systems of the Bank;

   • the Risk and Sustainability Department is involved in identifying events that could potentially affect the Company's business, analysing the impact of such events in relation to acceptable levels of risk, and periodically monitoring the effects of implementation of Policies on the Bank's risk profiles. The Risk and Sustainability Department is invited to meetings of the Remuneration Committee to discuss the drawing up, implementation and monitoring of the Policies; in particular, it helps to ensure compliance with the reference framework for measuring risk appetite and with the risk control and management policies defined in the Risk Appetite Framework (RAF), also by establishing risk indicators to be used for (ex ante and ex post) adjustment mechanisms; it also expresses its opinion on the correct use of these mechanisms. Based on the data supplied by the Manager in charge of financial reporting, the Risk and Sustainability Department performs the necessary controls and checks concerning the achievement of the corporate access conditions and criteria and the consequent establishment of the "bonus pool" (as defined below) and the performance indicators, and highlights any possible impacts which these factors may have on the conduct of employees and/or in terms of the riskiness of the activities undertaken;

   • the Compliance and Anti-Money Laundering Department, which verifies ex ante the compliance of the Policies and checks, on an annual basis, that the remuneration policies are consistent with the applicable legal framework and the internal policies, including the Bank's Code of Ethics so as to take into account legal and reputational risks present, in particular, in relations with customers. The Compliance and Anti-

     Money Laundering Department informs the Board of Directors of any findings with a specific assessment on the compliance of the Policies with the regulatory framework in order that due account may be taken of such assessment by the Board when approving and assessing the Policies;

   • the Internal Audit Department, which assesses, among other things, at least yearly, whether the remuneration practices are consistent with the approved policies and with the current provisions of law. The outcome of the assessment, brought to the attention of the Board of Directors, is submitted to the Shareholders' Meeting;

   • the Finance Department, which verifies the compliance of the Policies with the Bank's medium and long term objectives and strategies, so as to ensure financial sustainability over the medium to long term through the definition of the final level of the "gate" parameters and access criteria to define the bonus pool payable for each financial year;

     • the Manager in charge of financial reporting, who verifies the compliance and consistency of the Policies with accounting and company documents, and in particular their accuracy with respect to the approved accounting entries. The Manager in charge of financial reporting confirms the level of satisfaction of the corporate access conditions and criteria, as defined in this Document, and sends them to the Risk and Sustainability Department for the relevant controls and checks and to the Human Capital Department for the application of the Policies for the year and for the assessment of any "malus" condition relating to deferred portions from previous years, and the level of achievement of the targets assigned.

       The Remuneration Committee assists the Board of Directors in reviewing the Policies to be submitted to the Shareholders' Meeting, with support also from the previously specified company departments, and has the following responsibilities:

     • to make proposals on the remuneration paid to "key personnel" and evaluate the overall application of the Policies for the remaining personnel as well;

     • to provide advice in determining the remuneration criteria for "key personnel";

     • to offer its opinion, also on the basis of the information received from the relevant company departments, regarding the outcome of the process of identification of "key personnel", including any exclusions pursuant to paragraph 4 and to Annex 1 of the Policies;

     • to support the Board of Directors in monitoring gender neutrality in the application of remuneration policies; in this activity it is in turn supported by the Human Capital Department or by specialist external consultants;

     • to carefully monitor due application of the rules on the remuneration of the managers in charge of the corporate control departments, in close coordination with the Board of Statutory Auditors;

     • to prepare the documentation to be submitted to the body tasked with the strategic supervision of the related decisions;

     • to cooperate with the other committees within the Board of Directors, in particular with the Internal Control, Risk Management and Sustainability Committee;

     • to ensure that all appointed departments are involved in the process of preparing and monitoring the Policies;

     • to provide input, based also on the information received from the corporate departments concerned, on the achievement of the performance targets to which the incentive plans are subject and to verify the other requirements for payment of the remuneration;

     • to assess the need to make ex-post adjustments to the variable remuneration (malus and claw-back) and to submit proposals in this respect to the Board of Directors;

     • to provide adequate feedback on the activities carried out to the corporate bodies, including the Shareholders' Meeting, checking the adequacy of the information to be provided to shareholders in relation to the Policies, particularly concerning any proposals to exceed the variable-fixed remuneration ratio of 1:1;

     • to make proposals to the Board of Directors concerning the use of external experts specialised in Remuneration and Incentive Policies;

     • to check that the existing remuneration policy is up-to-date, and to propose any required amendments.

   In order to perform its duties effectively and responsibly, the Remuneration Committee is given access to all data and information associated with the Board of Directors' decision-making process in relation to the preparation, implementation, monitoring and review of the Policies. The Committee is also provided with the necessary resources and has unconditional access to all information and data produced by the control functions; it interacts with said control functions and with other relevant departments (e.g. the Human Capital, Legal Affairs and Finance Departments), whose resources may be asked to attend the Committee's meetings.

   The Remuneration Committee adopts specific measures and practices to evaluate any external consultants that may be necessary for identifying and managing conflicts of interest, which are described in the Internal Regulation on the operation of the Committee.

   The Internal Control, Risk Management and Sustainability Committee ascertains that the incentives underlying Banca Sistema's remuneration and incentive system are consistent with the RAF, notwithstanding the powers of the Remuneration Committee, checking, in the absence of the Director responsible for the Internal Control and Risk Management System, that the remuneration of the Head of the Internal Audit Department, the Head of the Compliance and Anti-Money Laundering Department and of the Risk and Sustainability Department is defined consistently with the Company's policies.

   The Shareholders' Meeting approves:

   • the remuneration and incentive policies applicable to employees and "key personnel" of the Bank;

   • any remuneration plans based on financial instruments (for example, stock option and stock grant plans);

   • the criteria for determining any compensation to be paid in the event of early termination of employment or early exit from office, including the limits upon such compensation in terms of the number of years of fixed remuneration and the maximum amount resulting from application of such criteria (so-called golden parachute) (1).

   On approving the Policies, the Shareholders' Meeting also resolves on any proposal to cap the ratio between the variable and fixed remuneration paid to individual staff members at more than 1:1, but not in excess of the maximum limit of 2:1(2).

   For the current year, only with reference to the Chief Executive Officer and General Manager, a maximum limit of 2:1 on the ratio between variable and fixed remuneration is envisaged. Therefore, for the remaining personnel the general limit of 1:1 is envisaged, without prejudice to what is specified below with reference to certain specific categories of personnel (see Chapter 7).

   The Shareholders' Meeting is informed of the fact that the cap on the ratio between variable and fixed remuneration includes any amounts payable as discretionary pension benefits, in anticipation of or as a result of the early termination of employment, or early exit from office (so-called golden parachute) according to the methods and limits laid down by the applicable Supervisory Provisions.

   The Board of Statutory Auditors has an advisory function and monitors the proper application of the remuneration policies based on the provisions and regulations in force at the time.

   Banca Sistema's control departments cooperate and exchange all relevant information.

   ‌1 At its meeting on 24 April 2024, when renewing the Board of Directors and determining their remuneration, the Shareholders' Meeting reaffirmed the provisions already adopted in 2021 regarding the golden parachute for Directors. Likewise, the Shareholders' Meeting, at its meeting on 30 April 2025, during the partial renewal of the Board of Directors and the determination of the related remuneration, reiterated what was already established in 2021 and 2024, providing that, in the event of the early termination of the Board of Directors following any extraordinary transaction on the Bank's capital, the remuneration approved in favour of the same in the same Shareholders' Meeting shall be automatically recognised for two years, in favour of all the Directors (for the CEO/GM, the remuneration is added to the annual fixed and variable remuneration as well as to the benefits).

   ‌2The resolution is voted on with the abstention of those employees who are shareholders in the Bank, if the decision concerns the approval of an increase in the cap on their own remuneration.

   The Policies are reviewed at least annually, and the associated activities and any amendments which are proposed, approved and implemented thereof are documented in written reports or in the minutes of the related meetings.

4. ‌Key personnel - Identification and exclusion process

   The process of identifying "key personnel" (employees whose professional activity has or may have a material impact on the Bank's risk profile) takes into account the provisions of the Commission Delegated Regulation (EU) of 25 March 2021 which incorporated the new Regulatory Technical Standards ("RTS") published by the EBA in June 2020, together with any further criteria established by the Bank and set out in Annex 1.

   "Key personnel" are identified at least once a year by the Bank's Board of Directors, and at the time of any change to the organisational structure, based on a structured self-assessment process which sees the involvement of the Remuneration Committee and the internal control departments, as described in greater detail in Annex 1. This process enables the aforementioned rules and criteria to be applied on the basis of the actual capacity of individual members of personnel to impact the Bank's risk profile.

   "Key personnel" are governed by more stringent rules with regard to the structuring of remuneration, in order that remuneration is fully consistent with economic-financial performance, both currently and with a view to the future. This is achieved by taking account of the risks taken and the sustainability over the course of time of the company's performance.

   On the basis of specific agreements, the Bank requires its "key personnel" not to avail themselves, also via third parties, of personal hedging strategies or insurance on remuneration or other elements that could undermine or affect the risk alignment effects embedded in remuneration arrangements. In order to ensure compliance with the foregoing, the control departments conduct sample checks on securities custody and administration deposits held with the Bank by "key personnel". The Bank requires, in any case, that "key personnel" inform the Bank, on the basis of the aforementioned individual agreements, of the existence or opening of custody and administration accounts with other intermediaries. These agreements shall be drawn up by the Human Capital Department, and expressly accepted by each person belonging to the category of "Key Personnel". Failure to expressly accept said specific agreements shall result in the individual employee in question being excluded from the provisions and benefits of these Policies.

   In order to prevent any avoidance of the Policies, the Bank, in establishing and implementing them, shall take due account of any transactions carried out independently, either directly or indirectly, by personnel, on the shares, or on any financial instruments with the Bank's shares underlying them, including:

   • transactions on derivatives with the shares, or in general the deferred part of variable remuneration, underlying them;

   • securities lending transactions concerning the shares.

   In any case, the Bank requires "key personnel" to report any financial transactions and investments that come within the aforementioned categories, and it shall take account of such in order to adjust the Policies, in particular with regard to the risk alignment mechanisms and to the Bank's financial position and results of operations (e.g. duration of the deferral period, malus and claw-back mechanisms, etc.).

   In accordance with the Provisions, the Bank, following the aforementioned identification process, and on the basis of the exclusion process, may consider certain members of personnel identified as above not to be "key personnel" (see Annex 1). With reference to the financial year 2026, the Bank did not activate the prior authorisation process for the exclusion of personnel from the "key personnel" category pursuant to Article 6, paragraph 3 of Delegated Regulation (EU) no. 923/2021.

5. ‌Disclosure requirements

   The Bank publishes on its website the information referred to in Article 450 of the CRR, according to the templates and instructions identified in Implementing Regulation (EU) no. 637 of 15 March 2021.

6. ‌The structure of remuneration at Banca Sistema
   1. ‌General Principles

      Pursuant to Part I, Title IV, Chapter 2, Section I, Paragraph 3, of Circular 285:

      1. remuneration shall mean: "any payment or benefit, including any additional items (allowances), provided directly or indirectly to personnel in the form of cash, financial instruments or services, or fringe benefits, for the work or professional services they provide to the Bank or to third parties in the sales network. Marginal payments or benefits granted to personnel on a non-discretionary basis, which come within a general policy of the Bank and do not have any effect in terms of incentives to take or manage risks, may not be included";

      2. fixed remuneration shall mean: "remuneration of a stable, irrevocable nature calculated and paid on the basis of pre-established, non-discretionary criteria - such as, in particular, the levels of professional experience and responsibility - that do not create incentives to the taking of risks and do not depend on the Bank's performance";

      3. variable remuneration shall mean: "(i) any remuneration that is granted and paid subject to performance, however measured (income-based targets, volume targets, etc.) or that is conditional on other parameters (e.g. seniority of service), excluding severance pay paid pursuant to employment laws, and indemnity in lieu of notice, where their amount is determined in accordance with, and within the limits set by, the provisions of law; (ii) discretionary pension benefits and compensation agreements stipulated by the Bank and personnel in anticipation of, or as a result of, early termination of employment or early exit from office, regardless of the entitlement to, the legal qualification of, and the financial grounds for, payment of

      this remuneration. These amounts include those granted in relation to non-compete agreements, or within the context of an agreement for the settlement of an existing or potential dispute, regardless of where such agreement is reached; (iii) carried interest, as classified by the provisions on remuneration and incentive policies and practices within the asset management sector, in implementation of Directives 2009/65/EC (UCITS) and 2011/61/EU (AIFMD); (iv) any other form of remuneration that is not clearly classifiable as fixed remuneration".

      In light of the preceding definitions, the remuneration paid to the Bank's personnel includes a fixed component, which is paid to all employees and is arranged as described below, and a variable component that is paid to the "key personnel" (without prejudice to the exceptions indicated by this Remuneration Policies Document), that may be applied to other employees of the Bank in line with the guidelines and principles of these Policies and in compliance with the applicable law.

      The ratio between the variable and fixed components of remuneration is duly balanced, accurately calculated and carefully assessed in relation to the characteristics of Banca Sistema and of the various categories of personnel, particularly that of "key personnel" (for further information on the ratio between the variable and fixed components of remuneration, see paragraph 6.5 of the Policies).

      With regard to the credit intermediaries that the Bank may use to distribute its products, reference is made to the specific provisions set out below (see Chapter 7.4).

      The remuneration paid to the Bank's employees consists of the components described below.

   2. ‌Fixed component

      The fixed component of remuneration:

      • is based on employee's technical, professional and managerial skills and the responsibilities assigned to that employee, and is monitored constantly and reviewed annually to ensure fairness, both internally and externally with respect to the rest of the sector and as regards gender neutrality, taking also into account any assessments conducted by external consultants appointed by the Bank. The Bank adopts (i) the National Collective Bargaining Agreement for Employees of Distribution and Service Companies (CCNL) applicable to Middle Managers and Personnel of Banks, Financial Companies and Associated Companies; (ii) the National Collective Bargaining Agreement for Senior Managers of Banks, Financial Companies and Associated Companies; and in the sole case of the subsidiary that does not conduct financial business, the National Collective Bargaining Agreement for Employees of Distribution and Service Companies;

      • is based on the principle of sustainability, to a degree that allows the variable component to be substantially reduced - and in extreme cases, to be reduced to zero - in relation to the results actually achieved.

      • can be supplemented with "allowances" paid periodically, linked to the role and adapted to the specific responsibilities (e.g. office allowance for the Heads of the Control Functions, valuation allowance for the expert collateral appraisers, cash allowance, etc.). These allowances, linked to specific company roles, are a continuous and recurring component of the remuneration and are not linked to economic and capital parameters or objectives of the bank or the recipient;

      • is supplemented by cash and non-cash benefits, with different weights depending on the company role and the service and gender-neutral, the main ones being medical insurance, the company car and the Flexible Benefits Plan, within the scope of internal forecasts and regulations. The Flexible Benefits Plan is extended to all personnel in order to support employees and their families in connection with caring, social and cultural activities, public transport and education/schooling costs, in accordance with the limits and conditions set out in the specific applicable Regulation, and in accordance with the applicable provisions of tax law. Subsidiaries may adopt a specific Flexible Benefit regulation, aimed at regulating the needs and characteristics of the specific business, in any case within the maximum limits of the amount provided for in the regulation and within the limits of the budget approved for the same categories of personnel. In view of the stable and pre-set nature of the plan, as well as the payment of the amounts on the basis of objective and non-discretionary criteria - such as, in particular, the levels of professional experience and responsibility - which do not incentivise risk-taking and are not linked to the Bank's performance, the flexible benefit is classified as a component of fixed remuneration.

        The benefits expected to be granted in 2026 can be summarised as follows:

      • medical insurance for all employees and their families and for the members of the Board of Directors; life, LTC, disability and accident insurance policies for Managers;

      • annual medical check-up for Managers and for the members of the Board of Directors;

      • company cars for managers and staff with sales or business development roles, the assignment and use of which is regulated by a specific policy governing their characteristics, procedures as well as obligations and duties;

      • supplementary pension for Managers;

      • favourable conditions for credit and access to the Bank's products to support the financial needs of employees and their families (in particular to meet the housing needs of all Personnel);

      • digital medical assistance service for all employees that provides qualified health support to director employees and their families anytime, anywhere via apps and the web.

        With regard to Flexible Benefits, the Board of Directors on 24 October 2025 planned and approved the Flexible Benefits Plan for the two-year period 2026-2027 in continuity with the past and with the same characteristics and amounts. Specifically, in order to encourage working on site and to support the increased costs of daily commuting, an additional amount of welfare credit was confirmed for those employees who only work on site. Finally, to support the expenses of employees' families with dependent children, the additional contribution will continue in 2026 for each child under the age of 25 on 31 December 2025.

        With reference to medical insurance, in order to ensure continuity of care in line with the health plans provided during working life, the option has been introduced for current managers who are due to leave this financial year upon meeting the pension eligibility criteria, to opt in on a voluntary, individual and annual basis to the health cover provided for serving Managers and their families for the reimbursement of medical expenses until they reach the age of 75, bearing 30% of the cost (the remainder will be borne by the bank).

   3. ‌Variable component

      The variable component of remuneration is divided into:

      • Variable incentive linked to results ("Bonus") that:

• is established for all of the Bank's Personnel in line with the level of responsibility each of them is assigned;

• is based on performance indicators measured net of risks and consistently with the measures used for management purposes by the Risk Department (the so-called ex ante risk adjustment);

• is calculated on the basis of objective parameters regarding the mainly quantitative targets set and reported at the end of the financial period;

• is subject to the achievement of specific performance targets both at bank and personal level, as per Annex 2 to this Remuneration Policy Document.

  In order to ensure the financial sustainability of the Bonus, and to guarantee the Bank's ability to maintain a sufficient level of capital, the overall value of the Bonuses assigned and paid to employees and "key personnel" cannot exceed the total value of the Bonus Pool, as defined in paragraph 6.3.1. If it is necessary to increase the level of capital, the bonus pool, as described below, is reduced and/or ex-post adjustment mechanisms are applied.

  The variable component is also subject, on the basis of specific agreements, to ex-post adjustment mechanisms (malus as per point 6.3.2.2 and claw-back as per point 6.3.2.3 below) capable of reflecting performance and capital levels net of the risks actually taken or incurred. Pursuant to the aforesaid provisions, the Company, without prejudice to the right to greater damages, following disbursement of the Bonus accrued, and in accordance with the applicable terms and conditions, may request the refund of the Bonus paid,

  regardless of whether the beneficiary's employment is still on-going or has been terminated.

  On 19 July 2024, the Bank's Board of Directors approved the update of the Operational Procedure regarding flexible bonuses assignable to the Bank's employees, following the opinion of the Remuneration Committee, applicable to the variable incentive for the 2024 financial year. This Operational Procedure, which was issued for the first time in 2022, has been progressively refined over time, also on the basis of the experience gained and following the progressive extension of its application.

  The system for calculating the aggregate bonus pool and the assignable individual bonuses adopted through the mentioned Operational Procedure aims to: (i) calculate the entity of the assigned bonus pool on the basis of results achieved, (ii) guarantee the correlation between individual performance and the economic rewards that each individual material risk taker (hereinafter "MRT") can obtain in the form of variable annual remuneration and,

  (iii) render the variable component of remuneration foreseeable ex ante, and link it to objective, risk-adjusted performance criteria. Therefore specific ex ante relations have been established between business target results on the one hand, and the distributable bonus pool and the individual bonuses assignable to individual MRTs, on the other. The system for calculating bonuses was applied and progressively extended in order to gradually verify its sustainability and overall stability, and to evaluate the introduction of specific bonuses for achieving specific results, always in line with the bonus pool available for distribution.

  The target business objectives assigned at Bank, Division and MRT level are defined within the scope of the annual budget approved by the Board of Directors on the basis of defined macroeconomic, market and regulatory assumptions. In the event of occurrence of any unforeseen events or exogenous circumstances leading to significant changes in these assumptions that are objectively verifiable, the Board of Directors, in order to ensure a fair calibration of the objectives, may evaluate, at the time of verifying the results and subject to the opinion of the Remuneration Committee and of the Internal Control and Risk Management Committee for any issues pertaining to relations with related parties, appropriate and weighted adjustments to be made to the assigned objectives (e.g. definition of the objective, target levels, percent weights, etc.), in compliance with a prudent approach and the maximum payable bonus pool amount.

  • "LTI" medium and long term variable incentive:

The Bank reserves the right to evaluate the introduction of remuneration plans (LTI) in order to strengthen the alignment of medium and long term interests between shareholders and management and the achievement of objectives whose nature and scope exceed the short term horizon, in particular by stimulating the overall and sustainable growth of the Bank's value. Proposals for LTI Plans, their viability from an economic and capital perspective, their characteristics and their consistency with the guidelines and principles set out in this Policy must be reviewed and approved by the relevant corporate bodies on a case-by-case basis. The effectiveness of the LTI Plan is always, and in any case, subject to approval by the Shareholders' Meeting of the Bank.

The variable component of the remuneration payable to personnel other than "key personnel", established and granted subject to the limits of the Bonus Pool actually available, and subject to verification of the gates, on the basis of the criteria referred to in Paragraph 6.3.1 above, shall be fully paid up-front and in cash.

In order to allocate the bonus, the Bank, following approval of the financial statements, delivers a written communication to the beneficiaries indicating, among other things, the amount paid.

The bonus granted to personnel other than "key personnel" remains subject to the same claw-back mechanisms referred to in paragraph 6.3.2.3. above that apply to the bonus for "key personnel".

The Bank may pay individual Bank employees, upon termination of employment, additional benefits to what is due pursuant to the provisions of the law in force and of the applicable national and corporate collective bargaining agreements (including severance pay, allowance in lieu of notice, any allowance in lieu of holidays accrued but not taken, etc.).

These benefits, governed by the Supervisory Provisions on remuneration ("Severance" or "Golden Parachutes"), may be agreed between the Bank and individual Directors, employees or collaborators provided that there is an initiative and/or an interest on the part of the Bank in this regard.

Consequently, in the event of voluntary resignation or in any other case in which such payment does not appear to be consistent with the Bank's interests, the requirements for the agreement between the parties of such benefits are not met.

The amount deriving from the application of these clauses/agreements may not in any case exceed a maximum of 24 months of fixed remuneration, defined at the time of activation of the agreement, taking into consideration the Bank's overall performance, individual performance and the duration of the employment relationship. This amount may not in any case exceed the maximum limit calculated as twice the amount resulting from the sum of the remuneration assigned to the Chief Executive Officer and the Gross Annual Remuneration in addition to the amount of the flexible benefit attributed to the latter for the role of General Manager.

Such maximum limits are inclusive of any amounts allocated under a non-compete agreement signed in the past and not converted into retention bonuses during 2022.

Consistently with the regulatory provisions, if the related amounts are defined within the limit of one annual fixed remuneration payment, they are not subject to:

• verification of the alignment with the Bank's overall performance, individual performance or duration of the employment relationship;

• the rules relating to the composition of the payment, with particular reference to the deferral, malus and the breakdown between cash and financial instruments.

  The ''Golden Parachutes'' are included in the calculation of the incidence of variable remuneration with respect to the fixed remuneration for the last year of employment or tenure of office, with the exception of:

• amounts agreed and paid on the basis of a non-compete agreement in regard to the portion which for each year of said agreement, does not exceed the most recent annual fixed remuneration;

• amounts agreed and paid within the framework of an agreement between the Bank and its personnel, regardless of where such agreement is reached, for the settlement of an existing or potential dispute.

Any Golden Parachute is quantified as a rule according to the following formulas:

Chief Executive Officer and General Manager of the Bank: 2 years of fixed remuneration4

- (corrective factors)5;

Other individuals belonging to Key Personnel: (6 months' fixed remuneration * years of service with the company up to a maximum of 12 months in total) +/- (corrective factors)6.

In the event of consensual termination of employment, the amounts calculated according to the above formulas may be supplemented by a sum equal to the gross value of the

‌4 This amount includes the allowance in lieu of notice.

‌5 The application of the corrective factors may also result in the amount being zeroed, it being understood that, if the regulatory and contractual conditions are met, the Bank will pay the General Manager the allowance in lieu of notice.

‌6 In addition to the allowance in lieu of notice - with reference to Employees - pursuant to the applicable collective agreement.

allowance in lieu of notice pursuant to Article 2121 of the Italian Civil Code due in the event of dismissal, subject to the maximum limits under a) and b) indicated above.

Corrective factors are determined with reference to objective elements relating to performance and individual conduct and to the performance of the Bank and the Group. Corrective factors are applied as a decrease or an increase, in accordance with the formulas indicated above. In any event, following their application, the maximum increase is 100% and the maximum decrease is 100%. Under no circumstances is the maximum amount established by the Shareholders' Meeting and set out above exceeded. Below is a table describing the application of the "corrective factors":

Any remuneration granted by way of Golden Parachute is usually paid, in cash, within 1 (one) year from termination of employment and/or exit from office or, with reference to any components relating to non-compete agreements, within the time limits defined by the same agreement. In the event that such remuneration is granted to Key Personnel, the payment, with the exception of any amount granted under a non-compete agreement payable entirely in cash and within the time limits defined in the agreement, shall be made in the same way as the variable remuneration is paid in the relevant year and subject to the capital and liquidity requirements being met in the year of payment.

Calculation and payment methods are adjusted over time based on the evolution of the Bank's characteristics and complexity and taking into account the developments of the applicable regulatory framework. Any remuneration paid is subject to the same malus and claw-back rules envisaged for variable remuneration.

The rules described above do not apply to the amounts agreed in anticipation of, or as a result of, early termination of employment or exit from office of both Key Personnel and