Fifth Third amends bylaws on shareholder proposals and inspector of elections

Effective December 12, 2023, the Board of Directors of the Company amended and restated its Regulations (as so amended, the “Regulations”). Section 11 of Article II of the Regulations was revised to expressly clarify the procedures for shareholder proponents in connection with the Company’s annual meeting of the shareholders, including requirements related to the proposal of nominees, delivery and solicitation of a proponent’s proxy, notifications to the Company, and determination and effect of non-compliance. Additionally, Section 11 clarifies that shareholder proponents must use a proxy card printed on non-white paper. In addition, Section 7 of Article II of the Regulations was also revised to reduce the number of required inspectors of elections for the annual meeting of the shareholders from three to one. Other non-substantive, ministerial, clarifying and conforming changes have been made throughout the Regulations.