Banco BPM S p A : 26 Aprile 2023 - Non price sensitiveBanco BPM - Appointment of Giuseppe Castagna as CEO and of Members of Board Committees

Therefore, the provisions of Article 20.1.5. of the Articles of Association, which stipulates that at least 8 (eight) of the members of the Board of Directors must be independent directors as defined in Article

20.1.6. of the Articles of Association, have been complied with. In addition, the Board of Directors has found that all its members are capable of performing their duties with independent judgment.

The Board of Directors assessed the independence of its members based on:

• information provided directly by the directors concerned (regarding each event covered by art. 20.1.6. of the Corporate Bylaws and the criteria identified through a specific board resolution);
• other information already available to Banco BPM;
• documentation supplied by the competent internal technical structures and made available to the Directors,

considering that - as required by the Corporate Governance Code:

• the events suggesting the absence of independence listed in the Corporate Bylaws should not be considered as binding, as substance prevails over mere form (i.e., upon occurrence of one or more assumptions indicating the presence/absence of independence);
• autonomy of judgment - as expressed in the exercise of one's functions - is considered a material assessment factor to verify their independence.

It should also be noted that the afore-mentioned assessment of the independence requirement have been conducted on the basis of the criteria identified by the Board of Directors, most recently at today's meeting, in order to determine the significance of the cases indicated in Article 20.1.6., paragraph 1, letters h) and i), of the Articles of Association. Specifically, significance thresholds were identified with regard to the following cases:

• additional compensation (including the participation in performance-linked incentive schemes, including stock option plans) received by the exponent with respect to the sum of the following items: i) "fixed" emolument for the office, including that awarded on account of the particular office held; ii) compensation, limited to directors, for participating in the Board committees of Banco BPM; (iii) any attendance fee; - in any case without prejudice to the decisions passed by way of General meeting resolutions regarding the remuneration and incentive scheme policies for the members of the Board of directors;
• direct/indirect professional and financial relationships, including commercial relationships (taking into account the economic and financial situation of the person concerned) and financial relationships (taking into account the value of the credit line granted/used, its weight in relation to the system data and the financial situation of the borrower).

Also, "indirect" relationships have been identified that may be relevant to the assessment (companies or agencies linked to the director, or to close relatives as defined in art. 20.1.6 of the Articles of Association).