Directive on Compensation Framework

BNR RESTRICTED Page 1 of 18

BNR RESTRICTED Page 2 of 18

BNR RESTRICTED Page 3 of 18 This Directive applies to the members of the Board of Directors, Seniors Management, any other employee who receives significant amounts of remuneration and those whose positions are capable of materially impact the risk profile of the bank.

BNR RESTRICTED Page 4 of 18

BNR RESTRICTED Page 5 of 18

BNR RESTRICTED Page 6 of 18

BNR RESTRICTED Page 7 of 18

BNR RESTRICTED Page 8 of 18

BNR RESTRICTED Page 9 of 18

BNR RESTRICTED Page 10 of 18

BNR RESTRICTED Page 11 of 18 Base salaries and role based allowance All benefits Total fixed remunera tion Short term awards (non￾deferred) Short term awards (deferre d) Total short term award s Long term award s(Def erred) Total varia ble remu nerati on Total remu nerati on

1. Board Number; xxxx % of total remunerati on
2. Senior manage ment Number; xxxx % of total remunerati on
3. Other materia l risk takers Number; xxxx % of total remunerati on Total

BNR RESTRICTED Page 12 of 18 Deferred and retained remuneration Total amount of outstanding deferred remuneration Of which total amount of outstanding deferred remuneration exposed to adjustments Total amount of reduction during the year due to ex post explicit 1 adjustments Total amount of reduction during the year due to ex post implicit 2 adjustments Total amount of deferred remuneration paid out in the financial year Cash Shares Share linked instruments Other Total Special payments Guarantee bonuses Sign on awards Severance payments Number of employee Total amount Number of employee Total amount Number of employee Total amount Senior management Other material risk takers

BNR RESTRICTED Page 13 of 18 Proportionality level I II

1. Qualitative disclosures (a) Information relating to the bodies that oversee remuneration. Disclosures include:
2. Name, composition and mandate of the main body overseeing remuneration;
3. External consultants whose advice has been sought, the body by which they were commissioned, and in what areas of the remuneration process;
4. A description of the scope of the bank’s remuneration policy (eg by regions, business lines), including the extent to which it is applicable to foreign subsidiaries and branches; and
5. A description of the types of employees by function considered as material risk takers and as senior managers, including the number of employees in each group. √ √ (b) Information relating to the design and structure of remuneration processes. Disclosures include:
6. An overview of the key features and objectives of remuneration policy;
7. Whether the remuneration committee reviewed the firm’s remuneration policy during the past year, and if so, an overview of any changes that were made; and √ √

BNR RESTRICTED Page 14 of 18 3. A discussion of how the bank ensures that risk and compliance employees are remunerated independently of the businesses they oversee. (c) Description of the ways in which current and future risks are taken into account in the remuneration processes. Disclosures include :

1. An overview of the key risks that the bank takes into account when implementing remuneration measures;
2. An overview of the nature and type of the key measures used to take account of these risks, including risks difficult to measure (values need not be disclosed); and
3. A discussion of the ways in which these measures affect remuneration. √ √ (d) Description of the ways in which the bank seeks to link performance during a performance measurement period with levels of remuneration. Disclosures include:
4. An overview of main performance metrics for bank, top -level business lines and individuals;
5. A discussion of how amounts of individual remuneration are linked to bank -wide and individual performance; and
6. A discussion of the measures the bank will in general implement to √ √

BNR RESTRICTED Page 15 of 18 adjust remuneration in the event that performance metrics are weak, including the bank’s criteria for determining “weak” performance metrics. (e) Description of the ways in which the bank seek to adjust remuneration to take account of longer -term performance. Disclosures include:

1. A discussion of the bank’s policy on deferral and vesting of variable remuneration and, if the fraction of variable remuneration that is deferred differs across employees or groups of employees, a description of the factors that determine the fraction and their relative importance; and
2. A discussion of the bank’s policy and criteria for adjusting deferred remuneration before vesting and after vesting through clawback arrangements. √ √ (f) Description of the different forms of variable remuneration that the bank utilizes and the rationale for using these different forms. Disclosures include:
3. An overview of the forms of variable remuneration offered (i.e cash, shares and share -linked instruments and other forms); and
4. A discussion of the use of the different forms of √ x

BNR RESTRICTED Page 16 of 18 variable remuneration and, if the mix of different forms of variable remuneration differs across employees or groups of employees), a description of the factors that determine the mix and their relative importance. 2. Quantitative disclosures (g) Number of meetings held by the main body overseeing remuneration during the financial year and remuneration paid to its member. √ √ (h) 1. Number of employees having received a variable remuneration award during the financial year; 2. Number and total amount of guaranteed bonuses awarded during the financial year; 3. Number and total amount of sign -on awards made during the financial year; and 4. Number and total amount of severance payments made during the financial year. Template for reporting and disclosure in the Annex 3. √ √ (i) 1. Total amount of outstanding deferred remuneration, split into cash, shares and share -linked instruments and other forms; and 2. Total amount of deferred remuneration paid out in the financial year. Template for reporting and disclosure in the Annex 2. √ x

BNR RESTRICTED Page 17 of 18 (j) 1. Breakdown of amount of remuneration awards for the financial year to show: (a) Fixed and variable. Template for reporting in the Annex 1; (b) Deferred and non

deferred. Template for reporting in the Annex 1; and (c) Different forms used (cash, shares and share -linked instruments, other forms). Template for reporting in the Annex 2. √ x (k) Quantitative information about employees’ exposure to implicit (eg fluctuations in the value of shares or performance units) and explicit adjustments (eg malus, clawbacks or similar reversals or downward revaluations of awards) of deferred remuneration and retained remuneration:

1. Total amount of outstanding deferred remuneration and retained remuneration exposed to ex post explicit and/or implicit adjustments ;
2. Total amount of reductions during the financial year due to ex post explicit adjustments; and
3. Total amount of reductions during the financial year due to ex post implicit adjustments. √ x

BNR RESTRICTED Page 18 of 18 Template for reporting in the Annex 2.