INTESA SANPAOLO: FILING NOTICE

Turin - Milan, 26 March 2021 – Intesa Sanpaolo communicates that, in accordance with the regulations in force, the following documents were made available today at the Company’s Registered Office, as well as on the authorised storage system eMarket STORAGE and at group.intesasanpaolo.com:

-   the Annual Report 2020 of Intesa Sanpaolo S.p.A. - comprising the consolidated financial statements and the Parent Company’s draft financial statements as at 31 December 2020, both approved by the Board of Directors on 23 March 2021, the report on operations, the certification pursuant to Article 154-bis of Legislative Decree no. 58/1998 - and the Independent Auditors’ Reports;
-   the 2020 Consolidated Non-financial Statement pursuant to Legislative Decree no. 254/2016;
-   the Report on Corporate Governance and Ownership Structures pursuant to Article 123-bis of Legislative Decree no. 58/1998;
-   the Report on remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree no. 58/1998;
-   the Report of the Management Control Committee pursuant to Article 153 of Legislative Decree no. 58/1998;
-   the reports to shareholders on the proposals concerning the items on the agenda of the ordinary and extraordinary part of the Shareholders' Meeting, convened, on single call, for 28 April 2021.

The proposals concerning items 1, 2 and 3 on the agenda of the ordinary part of the Meeting relate to:

1)   2020 financial statements:
a)  Approval of the Parent Company’s 2020 financial statements
b)  Allocation of net income for the year and distribution to shareholders of dividend and part of the Share Premium Reserve;

2)  Remuneration:
a)  Report on remuneration policy and compensation paid: Section I – Remuneration and incentive policies of the Intesa Sanpaolo Group for 2021
b)  Report on remuneration policy and compensation paid: non-binding resolution on Section II – Disclosure on compensation paid in financial year 2020
c) Extension of the increase in the cap on the non-recurring to recurring remuneration in the context of the package offered to the newly recruited Financial Advisors of the Intesa Sanpaolo Group
d) Approval of the 2021 Annual Incentive Plan based on financial instruments
e)  Update of the 2018-2021 POP (Performance Call Option) Long-term Incentive Plan for Top Management, Risk Takers and Key Managers. Related and consequent resolutions
f)   Directors’ and Officers’ Liability Insurance. Related and consequent resolutions;

3)   Own shares:
a)   Authorisation to purchase and dispose of own shares to serve Incentive Plans
b)   Authorisation to purchase and dispose of own shares for trading purposes.

The proposal concerning item 1 on the agenda of the extraordinary part of the Meeting relates to:

1) Amendments to the following Articles of the Articles of Association: Articles 2 (Registered office), 13 (Board of Directors and Management Control Committee), 14 (Election of the Board of Directors), 17 (Meetings and resolutions of the Board of Directors), 18 (Powers of the Board of Directors), 19 (Chairman of the Board of Directors), 29 (Financial statements and net income); repeal of Title VIII of the Articles of Association (Transitory and final rules comprising Articles 34 and 35).

With reference to item 2, letters d) and e), Information Documents pursuant to Article 84-bis, paragraph 1, of Consob Issuers’ Regulation relating to incentive plans based on financial instruments were made available today in the same modality as the documents above.

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