II.2.2. Remuneration report PBK executives

Table of contents:

Considering the provisions of the Remuneration Policy of the management body in PATRIA BANK S.A., as well as those of Article 107 of Law no. 24/2017 regarding issuers of financial instruments and market operations, with subsequent amendments and completions, this Remuneration Report regarding the remunerations granted to the executives of Patria Bank

S.A. in the year 2025 is hereby issued.

In accordance with the above provisions, as well as those of the Law on Companies no. 31/1990, the leaders of Patria Bank S.A., whose remuneration is the subject of this report, are:

• Chairman of the Board Members of Patria Bank;

• Members of the Board of Patria Bank: Member 1 ... Member 4 - Board Members;

• Members of the Executive Committee of Patria Bank, having the position of General Manager or Deputy General Manager.

  The Board Members:

  It consists of 5 members appointed by the General Assembly of Shareholders, who do not hold an executive position in the Bank, having the duties and authority stipulated in the Articles of Incorporation, supplemented by applicable legal provisions.

  In 2025, the General Meeting of Shareholders approved the reappointment of the independent directors who had previously held these positions, namely Mr. Vasile Iuga and Mr. Surdu Nicolae.

  The Executive Committee:

  The Executive Committee represents the senior management and ensures the executive management. The members of the Executive Committee are appointed by the Board Members.

  General Manager (CEO):

  Leads the Bank towards the achievement of its strategic imperatives and financial targets, namely profitability, return on investment, and efficient use of capital.

  Coordinates the Bank's operational support and IT systems operations, as well as ensuring the security of the Bank's IT system.

  Deputy General Manager - Risk Division (CRO)

  Coordinates the management and risk control activities (compliance, risk management, internal control and anti-fraud, credit risk assessment, credit collection).

  Deputy General Manager - Financial Division (CFO)

  Organizes and leads the process of developing the annual budget and the Bank's strategy, coordinates financial accounting and treasury activities, ensures continuous coordination of liquidity management activities, and oversees procurement activities and expenditure authorization competences.

  Deputy General Manager - Commercial Division (CCO)

  His sole responsibility is to coordinate the Bank's commercial activities. The first Deputy General Manager (CCO) concluded his term at the end of March 2025, and in August 2025, a new Deputy General Manager (CCO) was appointed, who was approved by the National Bank of Romania in December 2025. During the period between the termination of the former Deputy General Manager (CCO) and the approval of the new Deputy General Manager (CCO), the role of coordinating the Bank's commercial activities was performed by the General Manager (CEO).

  Chapter II. Remuneration granted by Patria Bank in 2025

  In 2025 fixed remunerations were granted and paid, presented in the table below, for:

• The Board Members, according to the decisions of the General Meeting of Shareholders of Patria Bank S.A., receive a monthly net amount of EUR 3,000 both for the Chairman and for the members, none of whom hold an executive position in the Bank;

• The members of the Executive Committee, according to the mandate contracts and the decisions of the Board Members;

No other types of benefits, besides those defined and recognized as benefits in accounting, have been granted.

Three performance bonuses were awarded as a form of variable compensation, approved by the Board of Directors of Patria Bank in April 2025, for the 2024 reporting period, to three

members of the Management Committee, in the total gross amount of 393,450 lei, as defined in the Remuneration Policy for the Management Body of PATRIA BANK S.A., presented in detail in the table below.

In 2025, no project bonuses were awarded as part of the fixed or variable compensation for members of the Executive Committee or the Board of Directors of Patria Bank.

The fixed remuneration granted was in line with the principles of the Remuneration Policy of the management body in PATRIA BANK S.A. and with the current mandate contracts.

No compensatory payments were granted upon termination of the mandate contract, as part of variable remuneration.

No payments were made to members of the Board of Directors as part of their fixed compensation under a termination agreement regarding a non-compete clause.

The ratio of variable to fixed compensation in 2025 was a maximum of 16.41% for the three members of the Board of Directors who received variable compensation, compared to the maximum percentage of 100% established by the Executive Compensation Policy.

The provisions of the Remuneration Policy of the management body in PATRIA BANK

S.A were respected and no derogations were granted from its provisions.

With regard to equity-based incentive programs, in 2025, the following retention, motivation, and performance-based compensation programs for Key Personnel, including the Bank's executives, were approved, aligning their interests with the Bank's long-term strategic objectives and the interests of the Bank's shareholders, as follows:

• Performance Stock Option Plan (Performance SOP), by Board of Directors Resolution No. 260 dated October 30, 2025, and approved by the Executive Committee by Resolution No. 960 dated October 29, 2025, respectively

• Retention Stock Option Plan (SOP Retention), approved by Board of Directors Resolution No. 292 dated November 25, 2025, and endorsed by the Executive Committee by Resolution No. 1046 dated November 25, 2025.

  The launch and implementation of the SOP were approved by a resolution of the Extraordinary General Meeting of Shareholders on April 28, 2025.

  Participation in these programs is not open to all employees. Eligibility criteria have been established for roles with strategic responsibilities and an impact on the Bank's performance and risk profile.

  The SOP Performance Program is designed as a tool for retaining, motivating, and rewarding the performance of Key Personnel, aligning their interests with the Bank's long-term strategic objectives and the interests of the Bank's shareholders.

  This share-based incentive plan is a system based on a combined assessment of the Eligible

  Person's individual performance, the performance of the operational unit to which they

  belong, and the Bank's performance. The assessment of individual performance includes both financial and non-financial criteria, in accordance with the principles of fairness, proportionality, and sustainability, promoting prudent risk management and avoiding incentives that may lead to excessive risk-taking.

  The SOP Retention Plan was designed in light of the announcement by Patria Bank's majority shareholder, EEAF Financial Services BV, regarding its intention to explore strategic options concerning its investment in Patria Bank, including a potential sale of shares, to ensure the Bank's smooth operation and continuity in the implementation of its business plan. Accordingly, the Board of Directors determined that it is essential to retain the management team and other key employees until the completion of a potential Transaction.

  Participants become eligible only upon completion of the transaction, provided that their contractual relationship with the bank is maintained throughout the entire period between the grant of the right to participate in this plan and the completion of the transaction, followed by an additional 6-month retention period as approved by the Board of Directors. The minimum vesting period is at least one year.

  The number of shares to be granted is determined based on the transaction price and the final parameters communicated by the majority shareholder, in accordance with the methodology set forth in the plan.

  The amounts presented below are gross values of the remuneration, which contain the obligatory social contributions and the income tax in lei, but also converted into EUR, at the average annual exchange rate of the NBR, communicated for 2025.

  The objectives set for 2025 are in line with the Bank's strategy, the way of fulfilling them being reflected in the net positive result, registered at the end of 2025, also creating the premises for the development of the Bank for the following years.

  The collective objectives as well as the degree of their achievement, related to the year 2025, for the members of the Executive Committee, are presented in the table below:

  	Collective objectives	Performance standard	Level of achivement
  1	Consolidation of the Bank's profitability	Achievement of budgeted profitability targets (operational result)	100%
  2	Optimal capital adequacy	Ensuring prudential requirements for own funds	100%
  3	Achieving the strategic objectives set in 2025	Achievement of budgeted financial and prudential targets	100%
  4	Human resource development	Continuous employee training Internal promotion rate	95%

  	Individual objectives	Performance standard	Level of achivement
  1	Implementation of the Bank's business strategy	Achievement of established profitability targets Customer satisfaction RoE/RoA	100%
  2	Implementention of the prudential structure	Compliance with regulatory requirements Establisment of an efficient internal regulatory structure Establisment of a risk culture and risk appetite	100%
  3	Development of a strong organizational culture	Ensuring an ethical structure of activity Apropiate managerial culture and behavior Employee satisfaction	95%

  Year 2025 - Gross amounts granted by Patria Bank - RON
  Nr. Crt	Position	Fixed remuneration	Variable remuneration	Total remuneration	Percentage of variable pay relative to fixed pay	Paid period -months	Average fixed remuneration	Average variable remuneration	Total average remuneration
  1	Chairman of the Board Members	310,191	0	310,191	0.00%	12	25,849	0	25,849
  2	Member 1 - Board Members	310,191	0	310,191	0.00%	12	25,849	0	25,849
  3	Member 2 - Board Members	310,191	0	310,191	0.00%	12	25,849	0	25,849
  4	Member 3 - Board Members	310,191	0	310,191	0.00%	12	25,849	0	25,849
  5	Member 4 - Board Members	310,191	0	310,191	0.00%	12	25,849	0	25,849
  6	DIRECTOR GENERAL (CEO)	1,347,480	221,175	1,568,655	16.41%	12	90,998	18,431	109,429
  7	Deputy General Manager - Financial Division (CFO)	849,978	98,222	948,200	11.56%	12	70,832	8,185	79,017
  8	Deputy General Manager - Commercial Division (CCO) 1	284,427	0	284,427	0.00%	3	94,809	0	94,809
  9	Deputy General Manager - Commercial Division (CCO) 2	305,830	0	305,830	0.00%	5	61,166	0	61,166
  10	Deputy General Manager - Risk Division (CRO)	716,779	74,053	790,832	10.33%	12	59,732	6,171	65,903
  	TOTAL	5,055,449	393,450	5,448,899	7.78%	104	50,678	3,279	53,957

  In the Report have been including all the members of Management Body including those who ended their term or those who started a new term during the year 2025, highlighting their paid period of time.

  In addition to the amounts presented in the table above, provisions were set aside in 2025 for members of management bodies and staff members whose actions have a significant impact on the institution's risk profile, in accordance with the requirements for own funds at the consolidated level (Patria Bank and Patria Credit IFN SA), as well as for unidentified staff members, based on the Stock Option Plan and Retention Program approved in 2025, provisions were established in 2025, as shown in the table below:

  Year 2025 (gross RON) - provisioned amounts under the Stock Option Plan ( MB Management function)	Total, of which:	Patria Bank S.A	Patria Credit IFN S.A.
  Provisioned variable compensation (gross in lei), of which:	1,766,675	1,691,255	75,420
  - cash	413,102	413,102	0
  - shares	1,353,573	1,278,153	75,420

  Year 2025 (gross RON) - provisioned amounts under the Stock Option Plan (all employees)	Year 2025 (gross RON) -provisioned amounts under the Stock Option Plan, total of which:	MB Supervisory function (Patria Bank)	MB Management function (Patria Bank)	Other senior management (Patria Credit IFN)	Other identified staff of Patria Bank (including the members of the management body in its supervisory function of Patria Credit IFN)	Staff members who are not classified as identified personnel at Patria Bank
  Provisioned variable compensation (gross in lei), of which:	3,477,918	0	1,691,255	75,420	1,238,379	472,864
  - cash	1,003,444	0	413,102	0	438,873	151,468
  - shares	2,474,474	0	1,278,153	75,420	799,505	321,396

  	Year 2025 (gross RON) -provisioned amounts under the Stock Option Plan, total of which:	Patria Bank S.A	Patria Credit IFN S.A.
  Provisioned variable compensation (gross in lei), of which:	3,477,918	3,402,498	75,420
  For 2024 - SOP Performance	789,328	789,328	0
  For 2025 - SOP Performance	1,975,571	1,900,151	75,420
  SOP Retention	713,019	713,019	0

  Chapter III. Annual change in remuneration, net profit and average remuneration based on the full-time equivalent of non-managerial employees, during the period 2017-2025.

  In the tables below these amounts are included in a consolidated way, in order to allow the comparison, for the whole period, with the following specifications:

  • The amounts are gross values of the remuneration, which contain the social contributions and the income tax, in RON, but also converted into EUR, at the average annual exchange rate of the NBR, in order to have a reasonable term of comparison between years;

  • For 2017, the remunerations were restated, taking into account the contributions passed from employer to employee, starting with 2018, in order to allow the comparison with the following periods;

  • The year 2017 was an atypical year, in May has been the merger between B.C. CARPATICA S.A. and PATRIA BANK S.A., the net result of 2017 being influenced by the costs of the merger, by the takeover of the assets and liabilities of B.C. CARPATICA S.A., but also the additional costs with the employees, following the reorganization and restructuring processes that followed.

The remuneration of the management body presented in the tables above includes both the remuneration of the Board's Members of Patria Bank and the remuneration of the members of the Executive Committee of Patria Bank.

Over the past nine years since the merger, the Bank's profitability has strengthened from a loss of 9.3 million euros recorded in 2017 to a net profit of 9.9 million euros in 2025. During the same period, executive compensation rose from 1.2 million to 1.31 million euros, a 9% increase, by the end of 2024, before falling in 2025 to 1.08 million euros-an 18% decrease compared to 2024 and a 10% decrease compared to 2017.

The significant decrease in executive compensation in 2025 compared to 2024, amounting to EUR 0.235 million (18%), is mainly explained by the fact that the position of Deputy CEO (CCO) remained vacant during the period between the end of the previous term of office, March 31, 2026, and the appointment of the new Deputy CEO, August 10, 2026. During this period, no salary-related costs were recorded for this position, as the specific responsibilities were temporarily assumed by the Chief Executive Officer (CEO). In addition, the higher level of compensation for 2024 was influenced by exceptional expenses resulting from the termination of the Chief Executive Officer's (CEO) term in March 2024, including the payment of severance pay as part of the fixed compensation, pursuant to the termination agreement regarding the non-compete clause.

Throughout 2025, the bank demonstrated a strong capacity for adaptation and sustainable growth through an integrated approach focused on revenue growth, balance sheet expansion, and rigorous cost control. Favorable revenue dynamics, coupled with the expansion of interest-earning assets, allowed for the absorption of additional costs and supported improved profitability, reflected in the growth of profitability ratios and operating income, the latter recording an increase of approximately 47% compared to 2024.

The streamlining of operational activities was reflected in a significant reduction in the cost-to-income ratio, as well as in the maintenance of the net cost of risk at a stable level, driven by improvements in the quality of the loan portfolio. The decline in the share of non-performing exposures confirms the robustness of the risk management framework and the sustainability of the business model.

12.00

Net profit (in millions of EUR)

9.96

6.58

4.11

4.68

1.12

1.92

0.58

-0.06

Milions of EUR

6.00

0.00

-6.00

-12.00

-9.31

2017 2018 2019 2020 2021 2022 2023 2024 2025

Executives remuneration - EUR gross

1.50

1.32

1.20

1.15

1.19

1.12

1.07

1.08

1.00

0.93

Milions of EUR

1.20

0.90

0.60

2017 2018 2019 2020 2021 2022 2023 2024 2025

Average remuneration of executives - EUR gross

14,000

13,115

10,950

11,351

10,703

8,530

9,570

9,339

9,966

10,044

11,000

8,000

5,000

2017 2018 2019 2020 2021 2022 2023 2024 2025

Average remuneration of employees - EUR gross

2,600

2,200

2,171

2,069

1,958

1,817

1,623

1,535

1,419

1,240

1,275

1,800

1,400

1,000

2017 2018 2019 2020 2021 2022 2023 2024 2025

In 2025, the following remunerations were granted from the entities from the Patria group, respectively from Patria Credit IFN S.A. and from SAI Patria Assest Management S.A.:

This Remuneration Report will be submitted to the consultative vote of the General Assambly of Shareholders in the meeting of April 2026.

Chairman of the Board, Dragos Horia Manda