Credito Emiliano S p A : Credem, verified the suitability of the Board of Directors and defined the governance structure of the company

PRESS RELEASE

CREDEM, VERIFIED THE SUITABILITY OF THE BOARD OF DIRECTORS AND DEFINED THE GOVERNANCE STRUCTURE OF THE COMPANY

• The principles of corporate governance for the next three years were defined in compliance with the Corporate Governance Code, to which the bank has been a member for 25 years to protect all Group stakeholders;
• The role of independent directors was enhanced

To ensure ever greater transparency in relations with shareholders and the market and to give visibility to the main aspects of the company's system of organization and operation, to the benefit of all stakeholders who have relationships with the institution and, more generally, the community. These are the targets that Credem has pursued in defining the institute's corporate governance structure for the next three years, approved today by the Board of Directors chaired by Lucio Igino Zanon di Valgiurata following the appointments made by the Shareholders' Meeting of last 24 April.

The institute, in detail, had voluntarily adhered to the Self-Discipline Code of the Corporate Governance Committee of the Italian Stock Exchange since its first edition in 1999, membership continuously renewed even in its latest edition in 2020.

In more detail, the Board of Directors today carried out checks regarding the existence of the requirements and suitability criteria for individual Directors. These checks, carried out within the regulatory deadline of 30 days from the appointments, also gave positive results in relation to the overall adequacy of the Body.

The Fit & Proper process at the European Central Bank will therefore be based on this basis. In line with the provisions of the Decree of the Ministry of Economy and Finance n. 169/2020, following the aforementioned checks and in consideration of the related outcomes as well as the profile and skills expressed by each Director, the Board of Directors defined the corporate governance structure of the Bank through:

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PRESS RELEASE

• confirmation of the resolution taken on 24 April regarding the appointment of the office of Chairman to Lucio Igino Zanon di Valgiurata and that of Vice Chairman to Enrico Corradi and Luigi Maramotti;
• confirmation of the resolution taken on 24 April regarding the composition of the Group Appointments Board Committee: Alessandro Merli (Chairman), Elisabetta Gualandri and Lucio Igino Zanon di Valgiurata;
• confirmation of the resolution taken on 24 April regarding the composition of the Group Remuneration Board Committee: Alessandro Merli (Chairman), Anna Chiara Svelto and Lucio Igino Zanon di Valgiurata;
• the appointment of the Executive Committee: Enrico Corradi (Chairman), Giorgia Fontanesi, Ernestina Morstofolini and Edoardo Prezioso;
• the appointment of the Group Risk and Sustainability Board Committee: Elisabetta Gualandri (Chairman), Paola Agnese Bongini, Alessandro Merli and Lucio Igino Zanon di Valgiurata;
• the appointment of the Independent Directors Committee: Paola Agnese Bongini (Chairman), Elisabetta Gualandri, Anna Chiara Svelto and Alessandro Merli;
• the designation of the Directors Enrico Corradi, Luigi Maramotti, Giorgia Fontanesi and Giovanni Viani as members of the Governance and Interfunctional Committees (also involving Management).

The Chairman Lucio Igino Zanon di Valgiurata has a non-executive role and does not perform management functions in line with the tasks regarding the organization of the work of the Board of Directors and the circulation of information that are attributed to it by art. 2381, paragraph 1, of the Civil Code. In the wake of this prerogative lies its participation in the aforementioned Board Committees as well as, generally without the right to vote, to some Governance and Interfunctional Committees, thus ensuring an effective information link for the benefit of the body with a strategic supervision function that he chairs.

The Independent Directors Board Committee is also among the internal committees of the Board, composed of all four independent directors, which is also entrusted with the task of expressing preventive opinions on procedures and operations with related parties and connected subjects.

Following the aforementioned suitability checks and the appointments described above, the Directors in possession of the independence requirements established by the Decree of the Ministry of Economy and Finance no. 169/2020, by art. 148 paragraph 3 of the TUF and art. 3 of the Self-Regulatory Code of listed companies, are Paola Agnese Bongini, Elisabetta

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Gualandri, Alessandro Merli and Anna Chiara Svelto, in compliance with the quantitative limits established by current legislation.

Besides the prerogatives regarding the related-party transactions, the Independent Directors Committee manages further prerogatives pursuant to the Corporate Governance Code provisions of the Italian Stock Exchange. Under such rule, large company's independent directors meet periodically and at least once a year, also in the absence of the other directors, to evaluate the issues deemed of interest to the functioning of the board of directors and the corporate management.

Moreover, the Independent Directors Committee can:

• Evaluate the Annual Report on Corporate Governance and Ownership Structures drawn up pursuant to article 123-bis of Legislative Decree 58/1998 before the Board of Directors approves it;
• Issue an advisory opinion on the Corporate Governance Project drawn up pursuant to Bank of Italy Circular 285/2013;
• Be periodically informed by the Regulatory Compliance Function and provided with an illustration concerning the rationale, structure, and adequacy of CREDEM's Conflict Policy;
• Evaluate, before the Board of Directors approval, (i) the document that defines the functional criteria applying the independence requirement of the corporate representatives of the group's companies and (ii) the proposals regarding the adoption of specific independence requirements in the Articles of Association and bylaws in addition to the applicable regulatory provisions;
• Be informed by the Corporate Governance and External Relations Service on governance peculiarities arising from external analyses, studies, or interactions with proxy advisors and/or investors as part of the engagement activity concerning the Bank.

Furthermore, the Board, taking into account the results of the checks carried out separately in relation to the suitability of each individual Director and the characteristics of the Bank, considered its collective composition:

• adequate with reference to both the quantitative and qualitative aspects required by current legislation;
• compliant with the Document on the "Optimal qualitative and quantitative composition";
• also adequate with respect to the role assigned to the individual Representatives also in relation to the specific duties or their designation as members of the Internal and non-Board Committees;

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• compliant with the Supervisory Expectations contained in the "Guide on climate and environmental risks" published by the European Central Bank in November 2020;
• adequate compared to the recommendations contained in the document "New policy for more bank board expertise on ICT and security risks" published by the European Central Bank in February 2024.

Reggio Emilia, 7 May 2024

CREDITO EMILIANO SPA

(Chairman)

Lucio Igino Zanon di Valgiurata

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