BANC OF CALIFORNIA, INC.

If approved by stockholders at the Annual Meeting, the Second A&R 2018 Plan will become effective at that time. By approving the Second A&R 2018 Plan, the Company’s stockholders will also satisfy the NYSE requirements for stockholder approval of equity compensation plans.

If the Company’s stockholders do not approve the Second A&R 2018 Plan at the Annual Meeting, the Second A&R 2018 Plan will not become effective and the Current Plan will remain in effect.

The Board of Directors recommends that stockholders vote FOR approval of the Company's Second Amended and Restated 2018 Omnibus Stock Incentive Plan.

Transactions with Related Persons

General

The Company and the Bank may engage in transactions with the Company’s directors and executive officers, beneficial owners of more than five percent of the outstanding shares of the Company’s voting common stock and certain persons related to them. Except for loans by the Bank, which are governed by a separate policy, those transactions that constitute transactions with related persons under Item 404 of the SEC’s Regulation S-K are subject to the review, oversight and approval by a Board committee comprised solely of independent directors pursuant to the Company’s and the Bank’s Related Party Transactions Policy. The Related Party Transactions Policy, which is in writing, seeks to ensure that any such transactions entered into by the Company are in, or not inconsistent with, the best interests of the Company and its stockholders. Additionally, the Company and the Bank have an Outside Business Activity Policy, which tightens controls on outside business activities of officers and employees and requires non-employee directors to refrain from engaging in outside business activities that create an actual or apparent conflict of interest. These two policies are further described below.