Shareholders' Meeting
The Shareholders’ Meeting resolves on matters within its remit, in accordance with the law and the Articles of Association.
The Shareholders’ Meeting, in addition to other matters, shall:
- approve the financial statements and the net income allocation;
- appoint, remove, and determine the remuneration of Board Directors, the Chair and Deputy Chair(s) of the Board of Directors, as well as the Chair and the members of the Management Control Committee; the Managing Director is appointed by the Board of Directors from its members;
- confer and revoke the mandate for the audit of the accounts and determine the relevant fee;
- approve the remuneration policies relating to the members of the Board of Directors and the Staff, as well as plans based on financial instruments.
SHAREHOLDERS' MEETING
| ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING: 30 APRIL 2026 | HOW TO PARTICIPATE |
| Notice of call | |
| Notice of call |
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| Extract of the notice of call | |
| Reports of the Board of Directors | |
| Ordinary part | |
| 1. 2025 financial statements | |
| Report of the Board of Directors - Item 1 on the agenda: a) Approval of the allocation to the Share premium reserve of the amount to be used for the payment of the one-off Levy pursuant to Article 1, paragraphs 69-71, of Law No. 199 dated 30 December 2025, and subsequent allocation of the entire amount recorded in the Profit reserve pursuant to Law No. 136 dated 9 October 2023 (so-called “2023 Reserve”) to the Extraordinary reserve b) Approval of the Parent Company’s 2025 financial statements c) Allocation of net income for the year and distribution of dividend and part of the Share premium reserve to shareholders |
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| 2. Remuneration | |
| Report of the Board of Directors - Item 2 on the agenda: a) Report on remuneration policy and compensation paid: Section I – Remuneration and incentive policies of the Intesa Sanpaolo Group for 2026 |
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| Report of the Board of Directors - Item 2 on the agenda: b) Report on remuneration policy and compensation paid: non-binding resolution on Section II – Disclosure on compensation paid in the financial year 2025 |
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| Report of the Board of Directors - Item 2 on the agenda: c) Update of the limit established for the amounts that may be granted in the event of early termination of the employment relationship or early termination of office |
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| Report of the Board of Directors - Item 2 on the agenda: d) Approval of the 2026 Annual Incentive Plan based on financial instruments |
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| Report of the Board of Directors - Item 2 on the agenda: e) Approval of the 2026-2029 Performance Share Plan Long-term Incentive Plan reserved for the Management of the Intesa Sanpaolo Group |
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| Report of the Board of Directors - Item 2 on the agenda: f) Approval of the 2026-2029 LECOIP Long-term Incentive Plan reserved for the Professionals of the Intesa Sanpaolo Group |
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| 3. Own shares | |
| Report of the Board of Directors - Item 3 on the agenda: a) Authorisation to purchase own shares for annulment with no reduction of the share capital |
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| Report of the Board of Directors - Item 3 on the agenda: b) Authorisation to purchase and dispose of own shares to serve the Incentive Plans of the Intesa Sanpaolo Group |
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| Report of the Board of Directors - Item 3 on the agenda: c) Authorisation to purchase and dispose of own shares for trading purposes |
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| Extraordinary part | |
| Report of the Board of Directors - Item 1 on the agenda: 1) Annulment of own shares with no reduction of the share capital and consequent amendment to Article 5 (Share capital) of the Articles of Association |
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| Report of the Board of Directors - Item 2 on the agenda: 2) Determination updating the maximum number of shares to be issued in implementation of the 2022-2025 Performance Share Plan Long-term Incentive Plan based on financial instruments and the powers granted to the Board of Directors pursuant to Article 2443 of the Italian Civil Code by the Extraordinary Shareholders' Meeting of 29 April 2022, with amendment of paragraph 5.3 of Article 5 (Share capital) of the Articles of Association |
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| Report of the Board of Directors - Item 3 on the agenda: 3) Mandate to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, to approve a share capital increase without payment and with payment pursuant, respectively, to Article 2349, paragraph 1, and Article 2441, paragraph 8, of the Italian Civil Code for the purpose of implementing the 2026-2029 LECOIP Long-term Incentive Plan based on financial instruments, referred to under item 2f) of the ordinary part, and consequent amendment to Article 5 (Share capital) of the Articles of Association |
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| Report of the Board of Directors - Item 4 on the agenda: 4) Mandate to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, to approve a share capital increase without payment pursuant to Article 2349, paragraph 1, of the Italian Civil Code for the purpose of implementing the 2026-2029 Performance Share Plan Long-term Incentive Plan based on financial instruments, referred to under item 2e) of the ordinary part, and consequent amendment to Article 5 (Share capital) of the Articles of Association |
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| Documents | |
| Report of the Management Control Committee | |
| Annual Report 2025 - Consolidated financial statements and Parent Company's draft financial statements (XBRI ESEF) |
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| Report on Corporate Governance and Ownership Structures | |
| Report on remuneration policy and compensation paid | |
| Report on remuneration policy and compensation paid Section II – Disclosure on compensation paid in financial year 2025 - Addendum |
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| Participation in the Shareholders' Meeting – Shareholders’ rights | |
| Proxy forms and Representative Designated by the Company | |
| How to submit questions and written statements on the items on the agenda before the Shareholders' Meeting | |
| Information on the protection of personal data - Pursuant to Regulation (UE) 2016/679 |
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| For completeness' sake please also see the Shareholder's Guide and the Articles of Association | |
Last updated 3 April 2026 at 15:37:35
