Pre-AGM Roadshow

2023 Remuneration Policy

March 2023

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Executive summary

Dialogue

General

Principles

What is new?

Peer Group and

Pay for

Performance

  • Extensive engagement with relevant stakeholders to gather feedback and align to best practices.
  • Pay-for-performance,diversity, retention and consistency with long-term vision.
  • Enhanced ex ante and ex post disclosure, alignment of practices with market recommendations.
  • Top rank position in the panel of peers when it comes to the correlation between pay and performance

Slide 2

Slide 3

Slide 4/6

Slide 7

CEO Scorecard ▪ New ESG KPIs for the STI, disclosure on vesting thresholds and Pay Mix.

Annexes

1)

LTI and Other employees remuneration

3)

Double Materiality and ESG

2)

FY22 Results Snapshot

4)

Shareholding

Slide 8/9

Slide 10/23

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Dialogue with Investors and Proxy Advisors

  • In continuity with previous years, in 2022 the Company conducted an extensive engagement activities with institutional investors and proxy advisors supported by the IR and the Group HR & Organizational Development functions as well as the members of the Remuneration Committee.
  • The dialogue with BFF's investors and proxy advisors aims at enhancing awareness on Group's remuneration practices and receiving feedback, a useful input for the continuous internal evaluation and review process.

AGM

October - November 2022

March 2023

13-April-

Off-Season Engagement Goal:

Pre-AGM Engagement Goal:

2023

▪ Look back at the key features of the 2022 Remuneration Policy

▪

Present the main features of the 2023 Remuneration Policy

("Policy") and gather constructive feedback

▪

Ensure the transparent and complete disclosure on

Group's

▪ Understand the rationale of negative votes

remuneration practices

▪ Obtain relevant feedbacks for 2023 Remuneration Policy

▪

Gather relevant feedback

▪ Clarify potential concerns prior to the AGM

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Our Principles

BFF's Remuneration Policy is based on the following principles:

Guarantee neutrality with respect to any sort of diversity*

Be consistent with business objectives, governance and overall sustainability

BFF

Remuneration

Principles

Human capital development and performance through a fair and effective remuneration system

Pay for Performance for a sustainable value creation

* New Diversity & Inclusion Policy approved on Dec. 2022 available here.

Retention and long-term sustainability through incentives' deferral and share-based awards

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Remuneration Framework: What is new?

How our remuneration framework will improve if approved by the AGM

1

GCEO's STI: Multiple ESG performance criteria

5 GCEO Pay Mix

New ESG metrics in addition to Customer Satisfaction: (i) BFF

Graphic disclosure of the ratio between base salary and variable

Foundation's Initiatives and (ii) Gender Pay Gap Reduction.

pay of the GCEO.

2

GCEO's STI: Enhanced ex-ante and ex-post disclosure

6 Pay-for-Performance model

Detailed disclosure on vesting thresholds applicable to the GCEO

New peer panel and Pay-For-Performance assessment to illustrate

incentive scheme both ex-ante and ex-post.

the coherence between GCEO remuneration and BFF performance.

3 GCEO Severance: removal of a trigger event

From now on severance will not be paid in case of change in

regulation significantly impacting GCEO remuneration.

4 Gender Pay Gap in the GCEO STI and ex post disclosure

From shareholder feedback to practice: (i) Gender Pay Gap as a

KPI in the GCEO STI and (ii) new pay gap ex-post disclosure.

7 Update: Double Materiality

New Materiality analysis to measure progress in the medium term an ensure a quantitative declination of the ESG metrics.

8 GCEO Pay Ratio

Enhanced disclosure of the Pay Ratio between Employees and

GCEO.

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Disclaimer

BFF Bank S.p.A. published this content on 13 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2023 20:19:01 UTC.