Remuneration policy of the management body PATRIA BANK, April 2026

PATRIA BANK SA Remuneration policy of the management body

PATRIA BANK SA Remuneration policy of the management body

PATRIA BANK SA Remuneration policy of the management body

Table of contents

CHAPTER I. : GENERAL PROVISIONS 3

CHAPTER. II: CONTENT PROVISIONS 7

PATRIA BANK SA Remuneration policy of the management body

PATRIA BANK SA Remuneration policy of the management body

PATRIA BANK SA Remuneration policy of the management body

PATRIA BANK SA Remuneration policy of the management body

The Management Body Remuneration Policy and any significant changes to this Policy shall be subject to approval by the Ordinary General Meeting of Shareholders, and shall be updated at least every 4 years. Considering that the legal provisions on remuneration emphasize that remuneration policies and practices must take into account the risk perspective, it is very important to actively involve the control functions in the design, supervision and review of remuneration policies in accordance with specific internal regulations and applicable legislation;

The control functions and the Human Resources Directorate are involved in the design of the Bank's remuneration policy. The coordinators of the control functions will forward to the Human Resources Directorate the evaluation of the present remuneration policy and the proposals for its modification (if necessary), thus contributing to the determination of the

PATRIA BANK SA Remuneration policy of the management body

general remuneration strategy applicable to the Bank. Specific responsibilities are detailed in the internal regulatory framework of Patria Bank S.A;

• The remuneration policy of the management body promotes and is consistent with sound and effective risk management without encouraging risk-taking that exceeds the Bank's risk tolerance;

• Remuneration policy and practices should be clear, well documented and transparent.

  The role of the Human Resources function includes:

• Developing the remuneration policy for the management body and presenting it to the AGM for approval;

• Monitoring the consistent application and implementation of the remuneration policy;

• Verifying, before the payment of variable remuneration, that the eligibility criteria, outlined in this policy are met.

  The role of independent control functions:

• the risk management function must assess how the variable remuneration structure (if to be awarded under external/internal regulations) takes into account risk, capital, liquidity, and the likelihood and timing of returns and report annually to the CARS. Also to review annually the impact of variable payments on the capital base (at the time of review), as well as the projected impact of variable payments on solvency ratios, based on information received from DRU and Accounting and make recommendations (to the CD, CARS and CA);

• prior assessment of the compensation paymentsfalling under the category of variable remuneration, in the context of early termination of mandate contracts, by the risk management function, to be paid by the Bank, to ensure compliance with risk, capital and liquidity indicators;

• the compliance function should analyse whether the remuneration policy complies with the requirements of legal rules and internal regulatory documents;

• the internal audit function must annually conduct an independent audit of the design, implementation and effects of the Bank's remuneration policies as per chapter 2.5 of EBA/GL/2015/22;

• the independent control functions shall endorse this policy before sending it to the competent bodies for endorsement and approval.

  The role of the Risk Management and Sustainability Committee:

• reviews whether the incentives provided by remuneration policies and practices take into account risk, capital, liquidity, and the likelihood and timing ofprofits;

• reviews the remuneration report of the members of the governing body on a semi-annual and annual basis;

  PATRIA BANK SA Remuneration policy of the management body

• evaluates the remuneration policy and practices prior to the implementation of this remuneration policy (endorses the remuneration policy before it is submitted to the AGM for approval).

  The role of the Board of Directors:

• approve fixed and variable remuneration (if there is no prohibition to grant variable remuneration) of DC members depending on the outcome of the annual periodic evaluations according to internal regulations ( knowledge, skills and experience of each member of the governing body).

• endorses the remuneration policy of the management body;

• reviews the annual report on the remuneration of the members of the Governing Body.

  The role of the General Meeting of Shareholders:

• approve the annual budget on the remuneration of the members of the Management Body;

• approve the fixed cash compensation and other forms of compensation that may be granted to members of the Management Board;

• approves the present Remuneration Policy of the management Body.

• The remuneration policy promotes and is consistent with sound and effective risk management without encouraging risk-taking that exceeds the Bank's risk tolerance;

• The remuneration policy ensures the segregation of responsibilities of the structures involved in the development of remuneration practices and the granting of variable remuneration to DC and BoD members;

• In awarding variable remuneration, it will be taken into account that the superior performance of the member of the governing body is rewarded only once.

• In the case of variable remuneration, variable pay schemes will have provisions for subsequent adjustment of the bonuses granted taking into account risk and profitability components.

• The Bank has a clear regulatory framework to prevent and manage conflicts of interest, which specifies the principles and mechanisms that have been implemented;

• Independent internal control functions are involved in the development of remuneration policy and practices.

PATRIA BANK SA Remuneration policy of the management body

The basic fixed remuneration reflects the level of professional training and experience, responsibilities within the Bank, the evaluation of the function in comparison with equivalent hierarchical levels and the functional requirements of the function.

Remuneration is fixed when the conditions for its award and its value:

• Are based on predetermined criteria;

• are non-discretionary, reflecting the level of professional experience and seniority of the person to whom it is awarded;

• are transparent about the individual value of the employee;

• are permanent, i.e. they are maintained for a period linked to the specific role and organisational responsibilities;

• are non-revocable; permanent value is not changed except by negotiation;

• cannot be reduced, suspended or cancelled by the institution;

• do not provide incentives for risk-taking; and

• are not dependent on performance.

  Variable Remuneration

  Variable remuneration can be awarded in the following forms:

  • Annual Performance Bonus - is awarded on the basis of individual performance and the Bank's annual results, taking into account each member's responsibilities/results to the overall result of the Bank. The annual performance bonus for DC members is approved by the BoD.

  • Project bonuses - may be awarded to members of the BoD who have made a significant contribution to the completion of certain projects relevant to the Bank. The maximum amount of the project bonus/Director/year shall not exceed 5 individual gross basic salaries/allowances. Project bonuses for DC members shall be approved by the BoD.

• Compensatory payments made upon termination of the mandate contract. The Bank may grant compensation payments upon early termination of a mandate contract. If the Bank grants a compensatory payment as mentioned above, it must justifythe reasons for granting the compensatory payment and shall aim to, without being limited to, meet the following criteria:

  • achievement performance indicators included in the annual budget of the Company or established by the resolutions of the Board of Directors of the Company. From this category of non-achievement of performance indicators, situations of non-fulfilment due to objective macroeconomic causes are excluded;

  • the activity carried out during the exercise of the mandate by the member of the management body has beenin accordance with the principles of sound and prudent financial-banking practice, has not been detrimental to their moral reputation and integrity or that of the Bank and hasnot resulted indirect or indirect damages, loss or harm to the Bank;

  • achieving the minimum acceptable result at the last annual suitability assessment/reassessment, according to the Adequacy Evaluation Policy;

    PATRIA BANK SA Remuneration policy of the management body

  • the maximum level of these compensation payments cannot exceed the amount of 1/1 of the total annual remuneration/salary.

  For the members of the Management Committee, the conditions for the termination of activity and the conditions under which compensatory amounts may be granted are laid down in the contracts of mandate, together with their maximum level, which may not exceed the amount of 9 monthly indemnities. These amounts, as part of the fixed remuneration, according to the above criteria, will be paid upon departure from Patria Bank..

  In accordance with the mandate contracts signed by Directors, after the termination of their mandate and until the expiration of the agreed non-compete clauseperiod , which is generally up to 6 months, they may continue to receive their monthly gross fixed allowance .

  In the event of the Director's non-compliance with this non-compete clause, the Director shall be liable for any damage caused and shall owe the Bank damages until the damagesup to the compensation for the damage suffered by the Bank.

  Other compensation payments may be approved by the Board of Directors, in accordance with NBR Regulation No. 5 of 2013, as well as EBA Guidelines EBA/GL/2021/04 of July 2, 2021, Directive 2013/36/EU, and Regulation (EU) No. 575/2013, as well as other applicable legal provisions.

  The bank may grant severance pay to directors who have been removed by the general meeting of shareholders before the end of their term of office.

  The maximum amount of these severance payments may not exceed the compensation they would have received had they not been removed from office, and must be proportional to their performance during their current term of office.

  • Guaranteed variable remuneration can take several forms, such as "guaranteed bonus", "welcome bonus", "starting bonus", "minimum bonus", etc. and can be granted in cash or in instruments. This type of remuneration is not included in the calculation of the ratio between variable and fixed remuneration for the first performance period. The bank cannot guarantee variable remuneration for a period longer than the first year of employment. Guaranteed variable remuneration is exceptional and only arises when the Bank has a strong and solid capital base. The Bank cannot apply the requirements of malus and clawback arrangements to guaranteed variable remuneration. The Bank may pay the full amount in cash that is not deferred.

  • Shares under the Stock Option Plan. Through this program, the Bank may grant shares, free of charge, to members of the Board of Directors as well as to executive members of the management bodies of the Bank's subsidiaries. The eligibility and grant conditions for members of the Board of Directors and executive members of the management bodies of the Bank's subsidiaries are set forth in the Stock Option Plans and refer to the individual performance of each member, the performance indicators of the coordinated operational unit, and the indicators regarding the Bank's financial performance and compliance with prudential indicators. At least

    PATRIA BANK SA Remuneration policy of the management body

    50% of the annual performance-based variable compensation may be paid in shares under the Stock Option Plans.

  • Retention bonuses - The bank may grant such variable remuneration in the case of restructuring, reorganisation or change of control processes to retain a member of the management body. The Board of Directors will approve the retention period, which may be an exact period of time or until the occurrence of an event,upon which the retention condition is fulfilled. Retention bonuseswill be granted after the expiration of the retention period or when the retention condition is fulfilled, up to a maximum of 5 net monthly remunerations, in compliance with measures/orders issued by the National Bank.

From an accounting perspective, the retention bonus may be allocated on a straight-line basis over the retention period, to the corresponding fiscal years, between the vesting period and the period when the bonus becomes payable.

1. The Board of Directors approves:

   • Fixed and variable remuneration for members of the Steering Committee;

   • Guaranteed variable remuneration;

   • Term of office of the members of the Board of Directors. Duration of the terms of office of the members of the Board of Directors is set forth in their contracts.

2. The Ordinary General Meeting of Shareholders approves:

   • he gross monthly fixed compensation of the members of the Board of Directors, and any other compensation that may be granted to them;

   • The overall performance indicators to be met for the eligibility of non-executive members to the stock option plan and the budget limits;

   • Terms of office of Board members. The term of office of the members of the Board of Directors is 4 years; they are eligible for re-election, as provided by law.

The Bank will publish annually on the Bank's Website the following information on the remuneration policy and practices of the management body, as required by banking law:

• Information on the decision-making process used to determine the remuneration policy, as well as the number of meetings organized by the main remuneration oversight body during the financial year, the most important design features of the remuneration system, including information on the criteria used for performance measurement and risk adjustment, deferral policy and vesting criteria;

• The most important design features of the remuneration system, including information on the criteria used for performance measurement and risk adjustment, deferral policy and vesting criteria;

• ratios between fixed and variable remuneration;

  PATRIA BANK SA Remuneration policy of the management body

• aggregated quantitative remuneration information for senior management, indicating the following elements:remuneration amounts for the financial year, broken down by fixed and variable remuneration, and the number of beneficiaries; o the amounts of remuneration awarded for the financial year, broken down

  by fixed and variable remuneration, and the number of beneficiaries;

  o the amounts and forms of variable remuneration awarded, broken down by cash, shares, share-linked and other types of instruments

  o amounts of deferred remuneration granted for past performance periods, broken down by the amount due for the financial year and the amount due for subsequent years;

  o the amount of deferred remuneration due in respect of the financial year which is paid during the financial year and is reduced by performance adjustments;

  o the guaranteed variable remuneration granted during the financial year and the number of beneficiaries of this remuneration;

  o compensation payments granted in prior periods that were paid during the financial year;

• the amounts of compensation payments granted in the financial year, broken down by amounts paid in advance and amounts deferred, the number of recipients of those payments and the largest payment that has been made to any one personthe number of persons who received remuneration of EUR 1 million or more per financial year, broken down into salary bands of EUR 500 000 for remuneration between EUR 1 million and EUR 5 million and into salary bands of EUR 1 million for remuneration of EUR 5 million or more.

  The Bank shall draw up a remuneration report, which will be made available to the public on the Bank's website for a period of 10 years, containing the following information on the remuneration of each manager:

• total remuneration broken down by component, the relative proportion of fixed and variable remuneration, an explanation of how total remuneration complies with the remuneration policy adopted, including how it contributes to the long-term performance of the issuer, and information on how the performance criteria have been applied;

• the annual change in remuneration, the issuer's performance and the average remuneration on a full time equivalent basis of the issuer's non-management employees at least over the last five financial years, presented together in a way that allows comparison;

• any remuneration received from any entity belonging to the same group;the number of shares and share options granted or offered and the principal conditions for the exercise of the rights attaching thereto, including the exercise price and date, together with any changes thereto;

• the number of shares and stock options granted or offered and the principal terms and conditions for the exercise of the rights attached thereto, including the exercise price and date, together with any amendments thereto;

  PATRIA BANK SA Remuneration policy of the management body

• information on the use of the possibility of claw-back of variable remuneration;

• information on any deviation from the procedure for implementing the remuneration policy, including an explanation of the nature of the exceptional circumstances and an indication of the specific elements from which the deviation was made.

This Policy is subject to review and update whenever the Bank's circumstances or internal regulations so require, or whenever changes occur in the applicable legal framework, but at least once every 3 years, which is the maximum interval provided for by the internal regulatory framework.

In this review process, consideration is given to the achievement of the objectives set out in the policy and an analysis will be conducted to assess whether the remuneration policy is gender neutral, the means and methodsto improvement, as well as updating them in line with changes in the domestic and international banking sector as well as changes in the Bank's objectives.

This edition of the Remuneration Policy for the Management Body was approved by the General Meeting of Shareholders at its meeting on ........................, by Resolution no.

. , and is effective as of the date of approval. From the date of approval any

contrary provisions are repealed.