Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On June 9, 2017, at the conclusion of the Annual Meeting of
Stockholders (the 2017 Annual Meeting) of Banc of California,
Inc., a Maryland corporation (the Company), the previously
reported appointments of Douglas H. Bowers, Mary A. Curran and
Bonnie G. Hill as directors of the Company became effective and
the previously reported resignation of Eric L. Holoman as a
director of the Company became effective. Mr. Bowers was
appointed as a member of the Joint ALCO Committee, Joint Credit
Committee and Joint Enterprise Risk Committee of the Boards of
Directors of the Company and Banc of California, N.A., a wholly
owned subsidiary of the Company, Ms. Curran was appointed as a
member of the Boards Joint Credit Committee and Joint Enterprise
Risk Committee and Dr. Hill was appointed as a member of the
Boards Joint Compensation Committee and Joint Nominating and
Corporate Governance Committee. The remaining information
required by Item 5.02 of Form 8-K with respect to the
appointments of Mr. Bowers, Ms. Curran and Dr. Hill as directors
of the Company is incorporated herein by reference from the
Companys Current Reports on Form 8-K filed with the Securities
and Exchange Commission on April 27, 2017 (in the case of Mr.
Bowers) and April 4, 2017 (in the case of Ms. Curran and Dr.
Hill).

As noted under Item 5.07 of this Form 8-K, at the 2017 Annual
Meeting, the Companys stockholders approved amendments to the
Companys charter to: (i) declassify the Companys Board of
Directors and provide for the annual election of all directors
(the Board Declassification Charter Amendment); (ii) allow for
removal of directors with or without cause by majority vote of
the stockholders (the Director Removal Charter Amendment); (iii)
authorize amendment of the Companys bylaws by majority vote of
the stockholders, provided that a two-thirds vote (which is a
reduced supermajority requirement) would be required to amend the
bylaw provision regarding the calling of special meetings of
stockholders (the Bylaw Amendment Vote Requirement Reduction
Charter Amendment); and (iv) remove all supermajority stockholder
voting requirements to amend certain provisions of the Companys
charter (the Charter Amendment Vote Requirement Reduction Charter
Amendment and together with the Board Declassification Charter
Amendment, Director Removal Charter Amendment and Bylaw Amendment
Vote Requirement Reduction Charter Amendment, the Charter
Amendments).

Additional information regarding the Charter Amendments is
contained in the Companys definitive proxy statement for the 2017
Annual Meeting (the Proxy Statement), filed with the Securities
and Exchange Commission on April 28, 2017, under the heading
Corporate Governance Proposals Overview (Proposals III, IV, V and
VI) and is incorporated herein by reference. As indicated in the
Proxy Statement, with respect to the Board Declassification
Charter Amendment, the Companys directors will be elected to
one-year terms starting with the 2018 Annual Meeting of
Stockholders (the 2018 Annual Meeting), but the existing terms of
directors elected prior to the 2018 Annual Meeting will not be
shortened. Accordingly, directors previously elected to
three-year terms, including those directors elected at the 2017
Annual Meeting (whose terms will expire at the 2020 Annual
Meeting of Stockholders (the 2020 Annual Meeting)) will continue
to serve until the end of their terms. Beginning with the 2020
Annual Meeting, the entire Board of Directors of the Company will
be elected annually.

The Charter Amendments became effective upon the filing by the
Company of articles of amendment to the Companys charter with the
Maryland Department of Assessments and Taxation on June 12, 2017.
Copies of the articles of amendment are attached hereto as
Exhibits 3.1 to 3.4 and are incorporated herein by reference.
Concurrent with the effectiveness of the Board Declassification
Charter Amendment, an amendment to the Companys bylaws (the Bylaw
Amendment) approved by the Companys Board of Directors making
corresponding changes to Sections 2.01 and 2.02 of the Companys
bylaws became effective. A copy of the Bylaw Amendment is
attached hereto as Exhibit 3.5 and is incorporated herein by
reference.