Bank of America : Europe D.A.C. (formerly Bank of America Merrill Lynch International D.A.C.) 2023 Report

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Introduction

The following remuneration disclosure sets forth a summary of the remuneration principles and programmes executed by Bank of America Europe Designated Activity Company ("BofA Europe"), including its branches, as at 31 December 2023. Additionally, the disclosure sets forth information regarding the remuneration of staff identified as Material Risk Takers ("MRTs") for BofA Europe, taking into account the qualitative and quantitative criteria to identify categories of staff whose professional activities may have a material impact on an institution's risk profile contained in Capital Requirement Directive 2019/878/EU ("CRD V") and Commission Delegated Regulation (EU) No 2021/923 (the "RTS").

This document therefore incorporates the qualitative disclosure requirements under Article 450(1) and 450(2) of the Capital Requirements Regulation (Regulation (EU) No 575/2013, as amended, including by Directive (EU) No 2019/876 - the "CRR II") and the quantitative disclosure requirements under paragraphs (g) to (i) of Article 450(1) of the CRR II and the implementation of technical standards for both qualitative and quantitative disclosure requirements under Article 17 of the Commission Implementing Regulation (EU) No 2021/637, as well as corresponding guidance as set out in the European Banking Authority Guidelines on Sound Remuneration Policies (the "EBA Guidelines") as applicable.

BofA Europe is a wholly owned subsidiary of Bank of America, N.A and their ultimate parent is Bank of America Corporation (the "Company" or "Bank of America"), a corporation organised and existing under the laws of the United States of America. BofA Europe therefore falls within Bank of America's global remuneration governance framework and global remuneration policies, in addition to operating a local remuneration governance framework and the BofA Europe Remuneration Policy Statement ("RPS").

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Governance and the Decision-making Process for Determining the Remuneration Policy

As a U.S.-based firm, Bank of America's primary regulator is the U.S. Board of Governors of the Federal Reserve System (the "Federal Reserve"). Bank of America's remuneration programmes and practices are consistent with the Federal Reserve's requirements, in addition to those of other regulators globally, including the Central Bank of Ireland (the "CBI") and European Central Bank. Additionally, shares of Bank of America's common stock are traded on the New York Stock Exchange (the "NYSE") and, as such, Bank of America is subject to requirements imposed by the NYSE, including those specified in the NYSE Listed Company Manual. The NYSE Listed Company Manual provides that the Bank of America Board of Directors Compensation and Human Capital Committee ("CHCC") is responsible for recommending to Bank of America's Board of Directors the approval of incentive and equity-based compensation plans that are subject to the Company's Board approval.

Bank of America therefore designs and governs its remuneration programmes on a global basis so that its programmes are consistent with Bank of America's Global Compensation Principles as described in Bank of America's Compensation Governance Policy ("CGP") and sound risk management practices as well as compliant with applicable laws and regulations. The CHCC has adopted and annually reviews (most recently in June 2023) the CGP to govern incentive remuneration decisions and define the framework for design oversight of incentive remuneration programmes across Bank of America, including BofA Europe. The CGP is designed to be consistent with global regulatory initiatives so that Bank of America's incentive remuneration plans do not encourage excessive risk-taking.

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Bank of America's remuneration policies and processes, including those in operation within BofA Europe, are gender-neutral, complement Responsible Growth and its commitment to Diversity and Inclusion, and assist the Company and BofA Europe in achieving its strategic objectives, creating long- term value, maintaining our culture of compliance and contributing to our environmental, social and governance activities.

In order to provide an appropriate balance of risk and reward, incentive remuneration plans are developed in accordance with Bank of America's Global Compensation Principles, which are applicable to all entities including BofA Europe. These Compensation Principles are referred to within the RPS which governs the remuneration processes and practices of BofA Europe:

Principle 1.Compensation should be comprised of an appropriate mix of salary, benefits and incentives paid over time that properly aligns employee and stockholder interests.

Principle 2.Criteria for payment of incentive compensation should take into account Company- wide, business unit and individual factors.

Principle 3.Compensation should be determined on the basis of a combination of financial and non-financial factors that reflect both the current period and a longer period.

Principle 4.Compensation programmes should incorporate appropriate governance processes and procedures.

Bank of America applies prudent risk management practices to its incentive compensation programmes and is committed to a compensation governance structure that effectively contributes to Bank of America's overall risk management policies. BofA Europe is part of Bank of America's remuneration governance process and the following bodies are responsible for the governance of BofA Europe's remuneration plans:

• the BofA Europe Remuneration Committee (the "Committee"), operated in accordance with the CBI's Corporate Governance Requirements for Credit Institutions 2015, whose duties are set out in the BofA Europe Remuneration Committee Charter,
• line of business management and independent control functions aligned to the line of business ("LOB Compensation Governance"),
• the Management Compensation Committee (the "MCC"),
• the CHCC, which is wholly made up of independent directors and functions as Bank of America's global Remuneration Committee, and
• Bank of America's Board of Directors.

The intention of the above governance process is to drive debate, encourage consistency and calibrate across lines of business, countries and legal entities. This allows for a greater focus on the correlation and consistency of remuneration recommendations at a local and global level, and ensures that Responsible Growth including conduct and diversity is considered throughout the remuneration process.

BofA Europe effectively governs and aligns remuneration with prudent risk taking, considering the business strategy, objectives, values and long term interests of BofA Europe, and provides an appropriate local level of responsibility for the preparation of decisions regarding remuneration. The Committee is responsible for local remuneration governance, as necessary, to address local issues.

The role of the Committee, in accordance with Paragraphs 57 and 58 of the EBA Guidelines and

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Regulation 83 of S.I. 158/2014, as amended by S.I. 710/2020, amongst other matters, is to assist the Board of BofA Europe in fulfilling its oversight responsibility relating to the development and implementation of BofA Europe's remuneration policies and practices, as reflected in the RPS, in particular the policies and practices which have an impact on the risk profile and risk management of BofA Europe. The Committee is responsible for the governance and oversight of remuneration decisions for BofA Europe employees in accordance with the Committee Charter. The Committee collaborates with other committees of the Board of BofA Europe, committees of other Bank of America entities, as well as the CHCC.

The Committee is charged with oversight of the development and implementation of BofA Europe's remuneration policies and practices. The RPS sets forth the overall approach to the execution of BofA Europe's remuneration philosophy and the operation of its remuneration programmes, including BofA Europe's approach to complying with the remuneration requirements applicable to BofA Europe and its branches. In accordance with CRD V, the RPS may be updated periodically and as required to reflect changes with BofA Europe's remuneration processes and practices and/or changes with remuneration regulation. The Committee will at least annually, or more frequently as necessary, review and recommend the RPS to the BofA Europe Board for approval.

BofA Europe benefits from being part of Bank of America's global remuneration governance framework by aligning its RPS with the CGP, which provides dual oversight of remuneration processes and practices within BofA Europe. The Committee has a direct connection and open flow of communication with the CHCC, allowing any escalation of concerns and changes required relating to the operation of Bank of America's remuneration system for BofA Europe.

During performance year 2023, the Committee held five (5) meetings. Discussions covered a number of topics, including how BofA Europe complies with applicables rules and aligns remuneration to the Company's commitment to Responsible Growth and environmental, social and governance considerations through its remuneration policies and practices.

It is critical to the effective implementation of the CGP and the RPS that the independent control functions operate independently from the lines of business they support. To this end, independent control functions operate as separate lines of business, and therefore the remuneration of independent control function employees (including salary levels and incentive awards) is independently determined and are not based on the financial performance of the individual lines of business they support.

As part of its global governance routine, the CHCC meets with the heads of Bank of America's independent control functions (including the Chief Risk Officer ("CRO")) and lines of business to discuss their feedback on the pay-for-performance process, including their experience managing risk and conduct matters. In addition, Bank of America's CRO also certifies all incentive plans across Bank of America as part of the MCC's governance process. The Committee considers risk and conduct matters as relevant and appropriate through the performance year, and interacts with the BofA Europe CEO and other local Board and Management Committees, including the BofA Europe Board Risk Committee and Management Risk Committee, regarding the operation of Bank of America's remuneration system as applicable to BofA Europe. In line with CRD V, the Company's Corporate Audit performs an annual review of BofA Europe's remuneration processes. The scope of each annual audit is determined by applicable regulatory requirements for audit coverage as well as assessment of potential areas of key risk within the remuneration processes. The BofA Europe Head of Internal Audit

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annually updates the Committee on the results of the review.

As a result of these processes and reviews, and in combination with the risk management and clawback features of Bank of America's remuneration programmes, BofA Europe believes that its remuneration policies and practices appropriately consider the balance of risk and reward in a way that does not encourage excessive or imprudent risk-taking or create risks that are reasonably likely to have a material adverse effect on BofA Europe or Bank of America. Moreover, oversight by the CHCC, MCC, the Committee, independent control functions, and line of business management helps Bank of America maintain a remuneration programme that is intended to mitigate the potential for conflicts of interest.

The Committee has the authority to obtain, at its discretion, advice and assistance from internal or external advisors as appropriate and/or necessary.

The CHCC's independent remuneration consultant, Farient Advisors, LLC, meets regularly with the CHCC outside the presence of management and alone with the CHCC Chair, and also reviews management's incentive plan certifications with the CHCC.

The Link between Pay and Performance

The cornerstone of Bank of America's remuneration philosophy across all lines of business is to Pay for Performance ("P4P") - Bank of America (inclusive of BofA Europe), line of business and individual performance. BofA Europe does not remunerate or assess employees' performance in a way that encourages employees to act in a manner that is contrary to our risk management strategy and/or creates conflicts of interest.

Through Bank of America's Performance Management process, employees understand performance expectations for their role through ongoing dialogue with their manager. The Performance Management process is designed and monitored by the Global Talent function in Human Resources. This process is reviewed periodically so that it meets the needs of managers to assess and communicate performance expectations. Throughout the year, employees receive coaching on their performance and ultimately receive a rating for their full year of performance based upon their achievement of goals for their job.

Each employee's performance is assessed on quantitative and qualitative objectives as well as specific behaviours, and performance is factored into each employee's incentive remuneration award. Depending on the employee, performance objectives may be focused on the following:

• Quantitative performance objectives may be focused on a combination of Company (inclusive of BofA Europe), line of business, and individual results, and based on factors such as business performance, profit/loss, new client relationships, and operational excellence.
• Qualitative performance objectives may include quality and sustainability of earnings, successful implementation of strategic initiatives, broader contribution to Bank of America and/or BofA Europe, contribution to Responsible Growth, leadership, teamwork, adherence to the Code of Conduct and other core values of the Company (inclusive of BofA Europe),

In addition to the above, all employees receive Risk Management performance objectives, such as adoption of risk culture and effectively managing risk, in alignment with the Risk Framework and BofA Europe's Risk Appetite Statement.

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To support Responsible Growth, all employees receive a Great Place to Work and a Diversity and Inclusion performance objective.

Managers also receive additional performance objectives, such as management effectiveness, Data ownership, Business results or Culture / Leadership objectives.

Employees receive two ratings - a Result rating, which measures what the employee achieves, and a Behaviour rating, which measures the behaviours demonstrated to achieve results.

The scale for both ratings is Exceeds Expectations, Meets Expectations, and Does Not Meet Expectations. Both the Result and Behaviour ratings are used in determining employees' remuneration.

As a result, an employee's remuneration can be influenced by what the employee achieves and how the employee achieves it. Where performance is not sufficiently strong, the employee may receive no variable award.

Risk Management and Incentive Plans

Risk is inherent in every material business activity that Bank of America (inclusive of BofA Europe) undertakes. BofA Europe's business exposes it to strategic, credit, market, liquidity, compliance, operational and reputational risks, which incorporate environmental and social considerations.

BofA Europe must manage these risks to maximize its long-term results by ensuring the integrity of its assets and the quality of its earnings. To support Responsible Growth and BofA Europe's corporate goals and objectives, risk appetite, and business and risk strategies, BofA Europe maintains a governance structure that delineates the responsibilities for risk management activities, as well as governance and oversight of those activities, by management and the BofA Europe Board.

The BofA Europe Board has adopted Bank of America's Risk Framework which defines the accountability of Bank of America, its subsidiaries and its employees in managing risk. BofA Europe's Risk Appetite Statement defines the parameters under which BofA Europe will take risk. Bank of America has also established the Environmental and Social Risk Policy Framework and the Climate Risk Framework which are aligned to the Company's Risk Framework and provide clarity and transparency around how the Company approaches climate-related and environmental risks as well as social considerations.

Management monitors, and the BofA Europe Board oversees (directly and through its committees, including the Committee, as applicable), BofA Europe's financial performance, execution against the strategic and financial operating plans, compliance with the risk appetite metrics and the adequacy of internal controls.

Bank of America continually evaluates the design of its remuneration programmes in accordance with the Risk Framework. The CHCC and the Committeeare committed to a remuneration governance structure that effectively contributes to Bank of America's broader risk management policies, including those applicable to BofA Europe.

Bank of America's incentive plans, as applicable to BofA Europe, are designed to compensate employees based on their performance ratings for results against their individual performance plan and behaviours, as well as overall Company and line of business performance.

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Annual budgets for discretionary incentive pools are established as part of the overall financial planning process so that planned incentives align to the overall anticipated performance of Bank of America (inclusive of BofA Europe). Incentive pools are based on a combination of financial, risk and non-financial measures and performance. The determination of incentive pools is also subject to management discretion, taking into account overall performance, inclusive of risk, of Bank of America (inclusive of BofA Europe) and/or specific lines of business and other factors, including the achievement of strategic objectives and a qualitative assessment of the quality and sustainability of earnings over time. Incentive pools may be adjusted to reflect long-term risk arising through line of business and sub-line of business performance.

When determining variable remuneration, BofA Europe considers the impact of variable remuneration on the maintenance of a sound capital base together with the impact on liquidity and, where appropriate, the likelihood and timing of earnings. The Bank complies with local regulatory requirements to monitor and maintain sufficient capital and liquidity ratios and continues to monitor the regulatory requirements in this area. The BofA Europe capital planning process is designed to assess BofA Europe's risk profile with regard to legal,regulatory and internal requirements. The approach also applies an appropriate stress test to assess the impact on internal capital demand and supply and liquidity.

As per prior years, ex ante risk is taken into account through the determination of incentive pools, which takes into account current and future performance and risk factors, including the current and future economic context in which we operate. Bank of America (inclusive of BofA Europe) will continue to ensure that incentive pools and individual outcomes are aligned to performance, risk, conduct and the Bank's culture.

Ex post risk is taken into account and managed in connection with incentive remuneration programmes through arrangements permitting performance adjustment of deferred variable remuneration. Employees in positions where the greatest risk is being taken are generally subject to higher levels of deferral and potential performance adjustments.

Employee Pay

BofA Europe compensates its employees using a balanced mix of fixed remuneration, annual cash incentives and deferred incentives (which are delivered in equity, equity-based instruments or cash). In general, the higher an employee's management level or amount of incentive compensation award, the greater the proportion of incentive compensation should be (i) subject to deferral and (ii) delivered in the form of equity-based compensation.

Fixed remuneration mainly consists of base salary, benefits and, for certain employees, fixed role- based allowances. Base salary and fixed role-based allowance levels reflect each employee's scope of responsibility, experience, market pressures and accountability within Bank of America and are intended to be part of a competitive total remuneration package. Benefits offerings, including pension, aligned to local market practice and legal requirements.

The portion of employees' remuneration that is variable, i.e., annual cash incentives and deferred incentives, as a percentage of total remuneration, generally increases for more senior positions. The remuneration mix is reviewed annually so that BofA Europe operates a balanced and market- competitive programme whilst in compliance with local and European regulations.Additionally, Bank of America (inclusive of BofA Europe) continually evaluates and enhances its compensation, benefits

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and resource offerings to employees and their families.

Equity-based awards are the simplest, most direct way to align employee interests with those ofstockholders. This serves two key objectives, which are to focus employees on long-term sustainable results and to subject remuneration awards to risk over an appropriate time horizon that can be easily communicated and understood.

For individuals receiving variable compensation above the value of an internally defined threshold, a portion of incentive awards is provided as a deferred incentive that, for performance year 2023, generally becomes earned and payable over a period of four years after grant, increasing to longer periods for certain MRTs to reflect local regulatory requirements as described below. Deferred incentives will be cancelled in case of detrimental conduct and, where applicable, may also be cancelled if Bank of America, a line of business or a business unit (as applicable) fails to remain profitable during the vesting period.

Bank of America (inclusive of BofA Europe) offers guaranteed incentive awards only in exceptional circumstances to new hires, limited to the first year of employment. Where required, BofA Europe may offer and structure retention awards in line with applicable regulatory requirements. Severance payments are structured in line with relevant employment law and regulatory requirements, do not provide for a disproportionate reward, and dot not reward failure or misconduct. Additionally, variable pay may be awarded to employees of BofA Europe as part of special remuneration programmes introduced by Bank of America (inclusive of BofA Europe) from time to time. All remuneration programmes are designed to be compliant with relevant remuneration regulation locally and globally.

Commitment to Equitable Pay and Responsible Growth

Bank of America's (including BofA Europe) commitment to Responsible Growth starts at the top with the Board, which oversees the Company's culture and holds management accountable in fulfilling the Company's commitment to Responsible Growth, including being a great place to work and a diverse and inclusive environment.

The Company is committed to equal pay for equal work, by fairly and equitably compensating all of our employees, irrespective of thought, style, age, sexual orientation, gender, gender identity, race, colour, culture, nationality, marital or civil parternship status, disability, religion and experience. This is reinforced by our human capital strategy, programs and actions, and the maintenance of robust policies and practices whichensure employees are paid fairly based on market rates for their roles, experience and how they perform.

The Company undertakes annual pay equity analyses including equal pay reviews, minimum and living wage reviews and gender pay gap disclosures.

Material Risk Taker Pay

BofA Europe operates an MRT Identification Framework that is compliant with EU and local regulatory requirements and is overseen by the Committeeas appropriate. MRTs are employees whose professional activities have a material impact on the risk profile of BofA Europe's operations in Europe. BofA Europe applies the qualitative and quantitative criteria outlined in CRD V and the RTS for the identification of MRTs as well as additional criteria identified by BofA Europe through internal governance routines. BofA Europe MRTs are determined based on the role and activities of the employee taking into consideration the size, internal organization and nature, scope and complexity of BofA Europe's activities.

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BofA Europe MRTs are subject to the remuneration requirements provided in CRD V and related guidance as applicable (together, the "MRT Remuneration rules"). In accordance with CRD V, BofA Europe has obtained approvals from the relevant shareholder to increase the maximum ratio of variable compensation to fixed compensation to 200% for each individual. Most recently, this was approved by the relevant group holding company in June 2021.

Variable remuneration for BofA Europe MRTs is structured per the requirements outlined in CRD V and the EBA Guidelines and generally consists of a mixture of upfront (delivered in cash or restricted stock units ("RSUs")) and deferred payments. The equity-based component is a minimum of 50% of variable remuneration, made up of deferred and immediately vested remuneration. Deferred awards are delivered in the form of equity-based awards, typically in the form of RSUs which for performance year 2023, become earned and payable over a period of four or five years after grant (as appropriate) and will be at least 40% or 60% of the total incentive award, as required under relevant regulations and regulatory guidance. Variable remuneration delivered in immediately vested or deferred equity- based awards for BofA Europe MRTs is subject to an appropriate holding period after vesting, which generally will be one year. Deferred awards do not carry dividends or dividend equivalents during the deferral period, as required under relevant regulations.

BofA Europe may apply individual proportionality concessions as appropriate under the MRT remuneration rules.

Deferred awards will be cancelled and may be clawed back in the case of detrimental conduct and may be cancelled if Bank of America (inclusive of BofA Europe), a line of business or a business unit (as applicable) fails to remain profitable during the vesting period. If risks taken as part of approved business strategies do not result in sustainable profits, or if the employee fails to behave according to Company standards or fails to meet the criteria set out in CRD V and related guidance, the value of the deferred equity award may be impacted or adjusted downwards, and/or vested amounts may be clawed back. In the case of BofA Europe MRTs, 100% of total variable remuneration (whether upfront or deferred) is subject to malus and/or clawback arrangements.

By combining deferred awards with appropriate malus and clawback provisions, including the criteria set out in CRD V and the EBA Guidelines, BofA Europe considers that it places a strong focus on sustainable long-term results and appropriate behaviours.

The recommendations for performance year 2023 incentive awards for MRTs were reviewed by the Committee and the CHCC in January 2024.

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