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: 29 APRIL 2025 | 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. 2024 financial statements | |
| Report of the Board of Directors - Item 1 on the agenda: a) Approval of the Parent Company’s 2024 financial statements b) 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. Resolutions in respect of the Board of Directors pursuant to Articles 13 and 14 of the Articles of Association | |
| Report of the Board of Directors - Item 2 on the agenda: a) Determination of the number of Board Directors for the financial years 2025/2026/2027 |
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| Report of the Board of Directors - Item 2 on the agenda: b) Appointment of Board Directors and members of the Management Control Committee for the financial years 2025/2026/2027, on the basis of slates of candidates submitted by shareholders |
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| Report of the Board of Directors - Item 2 on the agenda: c) Election of the Chair and one or more Deputy Chairs of the Board of Directors for the financial years 2025/2026/2027 |
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| 3. Remuneration | |
| Report of the Board of Directors - Item 3 on the agenda: a) Remuneration policies in respect of Board Directors |
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| Report of the Board of Directors - Item 3 on the agenda: b) Determination of the remuneration of Board Directors pursuant to Articles 16.2 and 16.3 of the Articles of Association |
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| Report of the Board of Directors - Item 3 on the agenda: c) Report on remuneration policy and compensation paid: Section I – Remuneration and incentive policies of the Intesa Sanpaolo Group for 2025 |
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| Report of the Board of Directors - Item 3 on the agenda: d) Report on remuneration policy and compensation paid: non-binding resolution on Section II – Disclosure on compensation paid in the financial year 2024 |
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| Report of the Board of Directors - Item 3 on the agenda: e) Approval of the 2025 Annual Incentive Plan based on financial instruments |
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| 4. Own shares | |
| Report of the Board of Directors - Item 4 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 4 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 4 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 on the agenda: 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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| Documents | |
| Report of the Management Control Committee | |
| Annual Report 2024 - Consolidated financial statements and Parent Company's draft financial statements (XBRI ESEF) - currently available in Italian only | |
| Report on Corporate Governance and Ownership Structures | |
| Report on remuneration policy and compensation paid | |
| Proposed resolutions | |
| Proposal no. 1 Item 2. on the agenda: a) Determination of the number of Board Directors |
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| Proposal no. 2 Item 2. on the agenda: c) Election of the Chair and one or more Deputy Chairs of the Board of Directors |
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| Proposal no. 3 Item 3. on the agenda: b) Determination of the remuneration of Board Directors |
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| Slates of candidates | |
| Qualitative and Quantitative Composition of the Board of Directors | |
| Information on the procedure for the appointment of the Board of Directors and the Management Control Committee | |
| Letter form for the filing of slates for the appointment of members of the Board of Directors and the Management Control Committee | |
| Declaration form certifying the existence or absence of any relationships of affiliation | |
| Form of acceptance of nomination as a member of the Board of Directors | |
| Form of acceptance of nomination as a member of the Board of Directors and the Management Control Committee | |
| Extract of the shareholders' agreement by and between Fondazione Compagnia di San Paolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze, Fondazione Cassa di Risparmio in Bologna and Fondazione Cassa di Risparmio di Cuneo - 11 November 2024 - Updated following ECB authorisation of 18 February 2025 | |
| Essential information relating to the shareholders' agreement by and between Fondazione Compagnia di San Paolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze, Fondazione Cassa di Risparmio in Bologna and Fondazione Cassa di Risparmio di Cuneo - Updated following ECB authorisation of 18 February 2025 | |
| Extract of the shareholders' agreement by and between Fondazione Compagnia di San Paolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze, Fondazione Cassa di Risparmio in Bologna and Fondazione Cassa di Risparmio di Cuneo - 11 November 2024 | |
| Essential information relating to the shareholders' agreement by and between Fondazione Compagnia di San Paolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze, Fondazione Cassa di Risparmio in Bologna and Fondazione Cassa di Risparmio di Cuneo | |
| First slate of candidates for the position of Board Director and Management Control Committee member, accompanied by the required documentation | |
| Participation in the Shareholders' Meeting – Shareholders’ rights | |
| Proxy forms and Representative appointed 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 28 March 2025 at 16:34:51
