INTESA SANPAOLO: ORDINARY SHAREHOLDERS’ MEETING

Turin - Milan, 14 October 2021 – The Ordinary Shareholders’ Meeting of Intesa Sanpaolo was held today. The Meeting was validly constituted, on single call, to pass resolutions as those in attendance through the appointed representative, in accordance with Article 106 of Decree Law no. 18 dated 17 March 2020, converted by Law no. 27 dated 24 April 2020, as subsequently amended, counted 3,317 holders of voting rights attached to 10,992,742,757 ordinary shares without nominal value equaling 56.57478% of the share capital. The resolutions detailed below were passed.

Resolutions regarding reserves:

a)    distribution of part of the Extraordinary reserve for the 2020 results. The Shareholders approved the cash distribution of part of the Extraordinary reserve for a total amount of 1,935,274,145.18 euro to be assigned to each of the 19,430,463,305 ordinary shares constituting the share capital, corresponding to a unit amount of 9.96 euro cents per share. Votes in favour were 10,983,707,581, equivalent to 99.91781% of the ordinary shares represented at the Meeting. This distribution is in addition to the 694 million euro cash dividends approved in April this year and paid out in May, and brings to the payment of a total amount for 2020 which corresponds to a payout ratio of 75% of the 3,505 million euro adjusted consolidated net income ⁽¹⁾, in line with the 2018-2021 Business Plan. The aforementioned distribution of reserves will be subject to the same tax regime as the distribution of dividends. The amount not distributed in respect of any own shares held by the Bank at the record date shall be kept in the Extraordinary reserve. The distribution will take place on 20 October 2021, with coupon presentation on 18 October 2021 and record date on 19 October 2021. Based on the ratio between the aforementioned unit amount and yesterday’s stock price, the dividend yield is 4%; including in the ratio the unit amount of 3.57 euro cents per share paid out in May this year, the total dividend yield for 2020 is 5.4%.

b)   placing of a tax suspension constraint on part of the Share premium reserve, following the tax realignment of certain intangible assets. The Shareholders also approved the placing of a tax suspension constraint for an amount of 1,473,001,006.40 euro on part of the Share premium reserve, following the tax realignment of certain intangible assets in accordance with Article 110, paragraphs 8 and 8-bis, of Decree Law no. 104 dated 14 August 2020, as a result of the provisions of Article 14 of Law no. 342 dated 21 November 2000 to which the aforementioned Decree Law refers. Votes in favour were 10,991,707,581, equivalent to 99.99058% of the ordinary shares represented at the Meeting.

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(1) Excluding the items related to the acquisition of UBI Banca consisting of the effect of the purchase price allocation, including negative goodwill, and integration charges, as well as the write-off of goodwill of the Banca dei Territori Division from the stated net income.

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