ASSOCIATED BANC-CORP

We recognize that executive compensation is an important matter for our shareholders, and in accordance with SEC rules, we

are asking our shareholders to approve an advisory resolution on the compensation of our Named Executive Officers (“NEOs”).

This advisory approval, commonly referred to as a “say-on-pay” proposal, is a non-binding approval on the compensation paid

to our NEOs as set forth in the “Executive Compensation” section of this proxy statement, including the Compensation

Discussion and Analysis, the accompanying executive compensation tables and corresponding narrative discussion and

footnotes. It is not intended to address any specific item of executive compensation, but rather the overall executive

compensation program for our NEOs and our executive compensation philosophy, policies and practices as described in this

Proxy Statement. The non-binding resolution approving our executive compensation program was approved by more than 97%

of the shareholders present or represented by proxy at our 2024 Annual Meeting of Shareholders.