INTESA SANPAOLO CONCLUDES ORDINARY SHARE BUYBACK PROGRAMME FOR
FREE ASSIGNMENT TO EMPLOYEES

Turin - Milan, 13 September 2024 – Intesa Sanpaolo communicates that on 11 September 2024 the Bank concluded the ordinary share buyback programme launched on 9 September 2024 and announced to the market in the press release dated 4 September 2024. The programme relates to plans of assignment, free of charge, of Intesa Sanpaolo ordinary shares to the employees and the Financial Advisors of the Group, in relation to: (i) mainly, the Intesa Sanpaolo Group share-based incentive plan for 2023; and (ii) to a lesser extent, the incentive plans of certain subsidiaries (i.e. the 2023 Incentive Plan of the Private Banking Network belonging to the Italian Network of Intesa Sanpaolo Private Banking; the 2023 Incentive Plan of the Relationship Managers belonging to the international commercial Networks of the Fideuram – Intesa Sanpaolo Private Banking Group and the 2023 Incentive Plan of the non-employee Financial Advisors belonging to the commercial Networks of the Fideuram – Intesa Sanpaolo Private Banking Group). The above-mentioned incentive plans are reserved for Risk Takers who accrue a bonus in excess of the so-called “materiality threshold”, as well as for those who are paid a “particularly high” amount, and for those who, among Middle Managers or Professionals that are not Risk Takers, accrue a bonus exceeding both the so-called "materiality threshold" and 100% of the fixed remuneration. In addition, the programme is implemented in order to grant, when certain conditions occur, severance payments upon early termination of employment. The programme is in accordance with the terms approved at the Shareholders’ Meeting of Intesa Sanpaolo on 24 April 2024. Moreover, the Bank’s subsidiaries indicated in the aforementioned press release have concluded the programmes regarding the purchase of the Parent Company’s shares, approved by their respective corporate bodies within their remits and analogous to the programme approved at the Parent Company’s Shareholders’ Meeting.

In compliance with Article 113-ter of Legislative Decree 58 of 24 February 1998 (TUF-Consolidated Law on Finance), Article 5 of the Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014, and Article 2 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016, the details concerning the purchases executed are provided below. Information is also given by Intesa Sanpaolo on behalf of the aforementioned subsidiaries.

In the three days during which the programme was executed (from 9 to 11 September 2024), the Intesa Sanpaolo Group purchased a total of 21,000,000 Intesa Sanpaolo ordinary shares through its IMI Corporate & Investment Banking Division (which was responsible for the programme execution). These represent 0.11% of the share capital of the Parent Company. The average purchase price was 3.7154 euro per share, for a total countervalue of 78,023,430.57 euro. The Parent Company purchased 10,301,330 shares at an average purchase price of 3.7146 euro per share, for a countervalue of 38,265,555.39 euro.

Purchase transactions were executed in compliance with provisions included in Articles 2357 and following and 2359-bis and following of the Italian Civil Code and within the limits determined in the resolutions passed by the competent corporate bodies. Pursuant to Article 132 of TUF and Article 144-bis, paragraph 1, letter b), of the Issuers’ Regulation and subsequent amendments, purchases were executed on the regulated market Euronext Milan managed by Borsa Italiana in accordance with trading methods laid down in the market rules for these transactions.

Moreover, purchases were arranged in compliance with the conditions and the restrictions under Article 5 of the Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014, and Articles 2, 3, and 4 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.

The number of shares purchased daily did not exceed 25% of the daily average volume of the Intesa Sanpaolo ordinary shares traded in August 2024, which was equal to 70.2 million shares, and 15% of the volume traded on the Euronext Milan on each of the days when purchases were executed - in accordance with the constraint added in the programme to the above-mentioned regulatory conditions and restrictions.

Details of share purchases are available in Excel format at group.intesasanpaolo.com (“Investor Relations” / “Press Releases” section) and are summarised in the table below.

As the share buyback programme relating to plans of assignment, free of charge, of Intesa Sanpaolo ordinary shares to employees was completed on 11 September 2024, the purchases of own shares in execution of the buyback programme disclosed to the market on 27 May 2024 and launched on 3 June 2024 can be resumed starting from 16 September 2024.

 

 

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